Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES SIGNING OF DEFINITIVE OPTION AGREEMENT WITH MIDAS MINERALS LIMITED TO EXPLORE FOR LITHIUM AND RARE EARTH MINERALS ON 718.8 SQUARE KILOMETRES OF ITS YELLOWKNIFE PROPERTY, NORTHWEST TERRITORIES, CANADA

Midas Minerals Ltd. has entered into a definitive option agreement with Gold Terra Resource Corp. as previously outlined (see April 4, 2023, press release) to provide, among other things, that Midas Minerals can earn up to an 80-per-cent participating interest in two stages for the critical minerals (pegmatite-hosted lithium, tantalum and tin (Li, Ta, Sn), lithium-cesium-tantalum (LCT), and rare earths or other rare earth deposits) contained within the Quyta-Bell and Eastbelt blocks totalling 536.1 square kilometres on the company's 100-per-cent-owned Yellowknife property, as well as an additional 17 recent applications comprising the Quyta-Bell East property covering 182.7 square km. These holdings exclude the potential gold belt area on which the company's current drilling and exploration program is focused on.

Chairman and chief executive officer Gerald Panneton commented: "We are pleased to have entered into a definitive agreement with Midas Minerals and look forward to their exploration program for lithium and critical minerals. In addition to the prolific abundance of gold in the Yellowknife gold district, our extensive landholdings have excellent potential for critical minerals with the large number of LCT pegmatites that have been recorded in the Yellowknife LCT pegmatite field. As we are currently focused on our high-grade gold deep drilling target to test the extensions of gold zones under the former Con mine workings, the agreement gives us exposure to the potential for critical minerals discovery at no cost to Gold Terra until a positive bankable feasibility study is completed. This definitive agreement is expected to bring value to both companies and their shareholders."

Definitive option agreement summary

• To earn a 51-per-cent participating interest in the critical mineral rights, over a period that ends on Sept. 30, 2026, Midas Minerals must pay to the company the sum of $1.2-million in cash, must deliver to the company approximately $300,000 worth of common shares of Midas Minerals, must incur exploration expenditures of $5-million, and must grant Gold Terra a 1.5-per-cent gross revenue royalty (GRR) on the basis of 100-per-cent production of critical minerals on the Quyta Bell and Quyta-Bell East blocks. Midas has the right to purchase half of the GRR royalty for $5-million.
• Midas Minerals has exclusivity to earn 51-per-cent interest in the first three years, and up to another 29-per-cent interest over the following two years for up to an 80-per-cent interest in the critical minerals rights as well as an interest in the mineral claims known to host or which may host critical minerals over a portion of the company's Yellowknife property (YP). Rights to all other minerals remain with Gold Terra. If Midas Minerals does not elect to earn the additional 29-per-cent participating interest (after having earned the 51-per-cent participating interest), then Midas Minerals must transfer a 2-per cent participating interest to Gold Terra (so that the participating interests between Gold Terra and Midas Minerals will be 51 per cent/49 per cent). To earn the additional 29-per-cent interest in the critical minerals, Midas Minerals must incur an additional $5-million of exploration expenditures and an additional cash payment in the amount of $500,000.
• Gold Terra and Midas Minerals will form a critical minerals joint venture upon the exercise by Midas Minerals of the first option (to acquire the 51-per-cent participating interest).
• If Midas Minerals earns the 80-per-cent participating interest, the interest of Gold Terra in the critical minerals joint venture will be fully carried until the critical minerals joint venture has approved a bankable feasibility study for the development of a critical minerals project on any part of the Quyta-Bell and Eastbelt Block of Gold Terra's holdings in Yellowknife, NWT.
• Midas Minerals has commenced exploration at the Yellowknife lithium project (YLP) and expects to have two exploration teams mapping and sampling on the project during June.
• The definitive option agreement is subject to standard conditions precedent which include the receipt of third party consents and waivers.

Project area

The YLP is located east and north in close proximity to Yellowknife, NWT, Canada, and comprises the three adjoining Quyta-Bell, Quyta-Bell East and Eastbelt blocks for a total of 718.8 square kilometres.

More than 100 LCT pegmatites are known in the region, including historic references to lithium and tantalum occurrences within the YLP tenure. The Eastbelt block is located four kilometres east to 30 kilometres northeast of Yellowknife and totalling approximately 173 square kilometres. The Eastbelt block is also subject to an underlying royalty agreement with Osisko Royalties which has an option to purchase up to a 3-per-cent NSR. The Quyta-Bell block is located 30 kilometres to 60 kilometres north of Yellowknife and totalling approximately 371 square kilometres. The Quyta-Bell East block, as the name suggests, is located east of Quyta-Bell. The Quyta-Bell tenements cover a larger underexplored area with favourable geology for both gold and lithium.

Qualified person

Joe Campbell, PGeo, senior technical adviser for Gold Terra, is a qualified person within the meaning of National Instrument 43-101 and has reviewed and approved the technical information contained in this news release.

About Gold Terra Resource Corp.

The Yellowknife project (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 project is close to vital infrastructure, including all-season roads, air transportation, service providers, hydroelectric power and skilled tradespeople. Gold Terra is focusing its exploration activities on the prolific Campbell shear, where 14 million ounces of gold have been produced, and most recently on the Con mine option (CMO) property claims immediately south of the past-producing Con mine (1938 to 2003).

The YP and CMO projects lie 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.

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