Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES CLOSING OF $3,782,717 NON-BROKERED PRIVATE PLACEMENT

Gold Terra Resource Corp. has closed the non-brokered private placement first announced on Nov. 7, 2022, and then increased on Nov. 16, 2022, for gross proceeds of $3,782,717 from the sale of 12,055,585 flow-through shares of the company at a price of 20 cents per FT share and from the sale of 8,572,500 common shares of the company at a price of 16 cents per common share.

The gross proceeds from the sale of the FT shares will be used for expenditures which qualify as Canadian exploration expenses (CEE) and flow-through mining expenditures, both within the meaning of the Income Tax Act (Canada). The company will renounce such CEE with an effective date of no later than Dec. 31, 2022. The net proceeds from the sale of the common shares will be used for working capital and general corporate purposes.

Gerald Panneton, chairman and chief executive officer, commented: "We are pleased to have completed a successful financing with the support of existing shareholders and new shareholders. This financing allows the company to have a substantial winter drilling program on the Con mine option property from Newmont. The program will focus on the Campbell shear ore lenses identified south of the Con mine and reported in our last updated September, 2022, mineral resource estimate (see Sept. 7, 2022, news release). The Campbell shear remains untested and open in many directions south of Con mine, which has previously produced 5.1 million ounces at an average gold grade of 16 grams per tonne."

Directors and officers of Gold Terra participated in the offering and were issued an aggregate of 600,000 common shares. Such participation in the offering constitutes a related-party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceed 25 per cent of the company's market capitalization. The company did not file a material change report 21 days prior to closing of the offering as the participation of insiders of the company in the offering had not been confirmed at that time.

Finder's fee of 7 per cent cash totalling $144,872 was paid to certain finders. All securities are subject to a four-month hold period expiring on March 22, 2023.

About Gold Terra Resource Corp.

Gold Terra's primary exploration focus is the Con mine option property which is adjacent to the Yellowknife City gold (YCG) project encompassing 800 square kilometres of contiguous land immediately north, south and east of the city of Yellowknife in the Northwest Territories. Through a series of acquisitions, Gold Terra controls one of the six major high-grade gold camps in Canada. Being within 10 kilometres of Yellowknife, the YCG is close to vital infrastructure, including all-season roads, air transportation, service providers, hydroelectric power and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell shear, where 14 million ounces (Moz) of gold has been produced, and most recently on the Con mine option property including the past-producing Con mine, which produced over six Moz at grade of 15 to 20 grams per tonne (g/t) (1938 to 2003).

The YCG lies on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that host the former-producing high-grade Con and Giant gold mines. The company's exploration programs have successfully identified significant zones of gold mineralization and multiple targets that remain to be tested which reinforces the company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.

We seek Safe Harbor.