Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES CLOSING OF NON-FLOW-THROUGH PORTION OF THE NON-BROKERED PRIVATE PLACEMENT

Gold Terra Resource Corp. has closed a non-flow-through (NFT) portion of the non-brokered private placement announced on Oct. 30, 2024, for gross proceeds of $510,000 from the sale of 10.2 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 will be issued an aggregate of two million 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, exceeds 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.

Finders' fees of 6 per cent in cash totalling $6,000 were paid to certain finders. All securities are subject to a four-month hold period from the date of closing.

In addition to the NFT portion announced today, the company is please to announce the preliminary closing of the charitable flow-through (CFT) portion for a total amount of $1,134,000 at a price of seven cents with three existing shareholders taking the back end of this portion.

The net proceeds from the offering 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-owned Northbelt property, as well as for general corporate purposes.

Gerald Panneton, chairman and chief executive officer, commented: "We are pleased with the continued support of existing shareholders such as Eric Sprott and Mackenzie Fund, which will allow us to continue to explore and develop our high-grade assets. Our wedging program is scheduled to restart in early January to test the Campbell shear structure from our completed master hole GTCM24-056 below the existing workings 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 our current indicated and inferred resource (MRE (mineral resource estimate), October, 2022) near surface and south of the Con mine, targeting the prolific Campbell shear structure, which produced 14 million ounces (oz) of gold at an average grade of 16 to 22 grams per tonne (g/t) gold (Au). 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 etc. The Con mine closed in 2003, with approximately 650,000 ounces at 11 to 12 g/t Au in historical 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 Allan Armitage, PhD, PGeo, SGS Geological Services, which can be found on the company's website and on SEDAR+.

Note that the historical reserves and resources quoted above 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 National Instrument 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 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 Yellowknife 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.