Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES NON-BROKERED FLOW-THROUGH FINANCING

Gold Terra Resource Corp. proposes to undertake a non-brokered private placement of up to three million flow-through common shares of the company at a price of six cents for total gross proceeds of up to $180,000 with three long-term shareholders/insiders. The company expects to close along with previously announced non-brokered charity flow-through financing (see Oct. 30, 2024, press release) on Dec. 16, 2024. The FT 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 are participating 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.

All securities are subject to a four-month hold period from the date of closing.

The proceeds from the FT shares will be used for exploration expenditures for drilling on the Con mine option property.

The company will use an amount equal to the gross proceeds from the sale of FT 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 FT shares, effective Dec. 31, 2024. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each FT 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.

About Gold Terra Resource Corp.

The Yellowknife project 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 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 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.