Mr. Gerald Panneton reports

GOLD TERRA RESOURCE CORP. ANNOUNCES BEST EFFORTS PUBLIC OFFERING OF UP TO APPROXIMATELY C$4 MILLION

Gold Terra Resource Corp. has entered into an agreement with Paradigm Capital Inc., as lead agent and on behalf of a syndicate of agents to be formed, under which the agents have agreed to sell on a best efforts basis a combination of common shares and flow-through common shares to provide the company with gross proceeds of up to approximately $4-million. Up to 15 million common shares will be offered at a price of 10 cents per share and up to 21.8 million flow-through common shares will be offered at a price of 11.5 cents per share. The company will grant to the agents an option, exercisable at the offering price for a period of 30 days following the closing of the offering, to sell common shares and/or FT shares equal to up to an additional 15 per cent of the offering to cover overallotments, if any, for up to an additional $601,050. The offering is expected to close on or about May 26, 2023, and is subject to Gold Terra receiving all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.

The net proceeds from the sale of the common shares will be used to advance exploration at the company's Yellowknife project (YP), including the Con mine option property (CMO), for working capital and for general corporate purposes.

The gross proceeds from the sale of the flow-through common 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, 2023.

The company intends to file a prospectus supplement to its short form base shelf prospectus dated Feb. 24, 2023, on or about May 19, 2023. The supplement will be filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. The common shares may also be offered by way of private placement in the United States.

About Gold Terra Resource Corp.

The YP encompasses 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 20 kilometres of the city of Yellowknife, the YP 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 of gold have been produced, and most recently on the Con mine option property where it produced six Moz at grades between 16 and 20 grams per tonne Au (1938 to 2003).

The YP and CMO properties lie on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that hosts 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.