Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES CLOSING OF $2.5 MILLION PRIVATE PLACEMENT, WITH ERIC SPROTT AS A LEAD INVESTOR

Gold Terra Resource Corp. has closed the non-brokered private placement announced on April 10, 2024, with Eric Sprott as the lead investor for gross proceeds of $2.5-million from the sale of 50 million common shares of the company at a price of five cents per common share.

An insider of Gold Terra participated in the offering and was issued an aggregate of 240,000 common shares, after being cut from 740,000 to allocate to others. 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 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.

A finder's fee of 6 per cent cash totalling $33,120 was paid to certain finders. All securities are subject to a four-month hold period from the date of closing.

The net proceeds from the offering will be used for general corporate purposes and for the drilling program already in progress on the Campbell shear target below the underground workings on the Con mine option property, under option from a subsidiary of Newmont Corp.

Gerald Panneton, chairman and chief executive officer, commented: "We are pleased to have completed an oversubscribed (45 per cent) successful financing with the support of new shareholders, with Eric Sprott as the lead investor and Rob McEwen, and many existing longtime shareholders such as MacKenzie Fund and Ingalls Snyder, to name a few. Our 2024 program will continue as planned to test the Campbell shear structure some 600 metres below the existing working of the Con mine, which produced 5.1 million ounces of gold at an average grade of 16 grams per tonne."

The current drill program at the Con mine is aimed at increasing its current indicated and inferred resource (mineral resource estimate of October, 2022) near surface and south of the Con mine, targeting the prolific Campbell shear structure, which produced 14 million ounces of gold at an average grade of 16 to 22 grams per tonne gold. The current drilling is targeting below the existing underground workings, where the potential exists to add significant free milling high-grade ore. The Con mine property has excellent infrastructure, including the Robertson shaft, a water treatment plan (2015), a warehouse and offices. The Con mine closed in 2003, with approximately 650,000 ounces at 11 to 12 grams per tonne gold in historic reserves and combined resources (please refer to the Oct. 21, 2022, technical report, titled "Initial Mineral Resource Estimate for the CMO Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada," with an effective date of Sept. 2, 2022, by qualified person Dr. Allan Armitage, PhD, PGeo, SGS Geological Services, which can be found on the company's website and on SEDAR+).

About Gold Terra Resource Corp.

The Yellowknife project (YP) encompasses 918 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 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 approximately 14 million ounces of gold has been produced (refer to Gold Terra's Oct. 21, 2022, technical report) and most recently on the Con mine option (CMO) property claims immediately south of the past-producing Con mine, which produced 6.1 million ounces between the Con, Rycon and Campbell shear structures (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.

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