Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES NON-BROKERED CHARITY FLOW-THROUGH AND PRIVATE PLACEMENT

Gold Terra Resource Corp. proposes to undertake a non-brokered private placement of up to 10 million common shares at a price of five cents and up to 30 million charity flow-through common shares of the company at a price of seven cents for total gross proceeds of up to $2.6-million. The charity flow-through share will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

Insiders of Gold Terra might participate in the offering. 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 exceeds 25 per cent of the company's market capitalization.

Finders' fees of 6 per cent cash is to be paid to certain finders. All securities are subject to a four-month hold period from the date of closing.

Commitments have been received by the company's large shareholders (such as Eric Sprott) and others.

The proceeds from the charity flow-through shares will be used for exploration expenditures for drilling on the Con mine option property and the Campbell shear target area on the company's 100-per-cent Northbelt property while the net proceeds from the non-flow-through shares will be used for working capital and general corporate purposes.

The company will use an amount equal to the gross proceeds from the sale of charity flow-through shares, pursuant to the provisions in the tax act, to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the tax act related to the company's projects in the Northwest Territories, on or before Dec. 31, 2025, and to renounce all the qualifying expenditures in favour of the subscribers of the charity flow-through shares effective Dec. 31, 2024. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each charity flow-through share subscriber for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures as agreed.

The current drill program at the Con mine is aimed at increasing the company's 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, water treatment plan (2015), 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+.

Note: The historic reserves and resources quoted herein are historical in nature and are not National Instrument 43-101 compliant. They were compiled and reported by MNML during its operation and closure of the Con mine (2003). The historical estimates are historical in nature and should not be relied upon; however, they do give indications of mineralization on the property. The qualified person has not done sufficient work to classify them as current mineral resources or mineral reserves and Gold Terra is not treating the historical estimates as current mineral resources or mineral reserves.

The technical information contained in this news release has been reviewed and approved by Joseph Campbell, chief operating officer, a qualified person as defined in NI 43-101, Standards of Disclosure for Mineral Projects.

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 have 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, reinforcing the company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.

We seek Safe Harbor.