Mr. Gerald Panneton reports

GOLD TERRA CLOSES FIRST TRANCHE OF FINANCING PACKAGE WITH SUPPORT FROM OSISKO GOLD ROYALTIES

Gold Terra Resource Corp. has closed the first tranche of a non-brokered financing as previously announced on March 31, 2025, for total gross proceeds of $1,843,000. Under the first tranche, the company issued 15.86 million common shares of the company at an issue price of five cents per share for gross proceeds of $793,000 and 15 million charitable flow-through common shares of the company at an issue price of seven cents per CFT share for gross proceeds of $1.05-million charitable flow-through. The CFT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)).

Gross proceeds from this financing will be used by the company primarily to continue the drilling program on the Con mine option property and for general working capital purposes.

In addition to the closing of the financing at $2-million or more, Osisko Gold Royalties Ltd. has elected to early exercise the first tranche of its royalty option for a 2-per-cent net smelter return royalty on Gold Terra's Yellowknife property in exchange for a cash payment of $2-million.

A finder's fee of 6 per cent in cash totalling $26,700 was paid to certain finders. The financing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the acceptance of the TSX Venture Exchange.

Insiders of Gold Terra participated in the financing by purchasing an aggregate of 2.16 million shares. Such participation in the financing constitutes a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The financing 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 financing as the participation of insiders of the company in the financing were not confirmed at that time.

All securities are subject to a four-month hold period from the date of closing expiring on Aug. 12, 2025.

The company will use an amount equal to the gross proceeds from the sale of CFT shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company's projects in the Northwest Territories on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the CFT shares, effective Dec. 31, 2025.

Gerald Panneton, chairman and chief executive officer, commented: "We thank our existing shareholders such as Eric Sprott and Ingalls Snyder and many others for their continued support. We are very pleased that concurrent with this financing at $2-million or more, Osisko Gold Royalties has elected to early exercise its first 2-per-cent NSR, which is a major affirmation of our strategy of advancing our high-grade gold assets in the Northwest Territories towards potential production. The proceeds raised will allow us to continue our drilling program on the Con mine option property. The former Con mine produced 5.1 Moz of gold at an average grade of 16 g/t and was historically one of the richest high-grade gold mines in Canada."

The current drill program at the Con mine is aimed at increasing the company's current indicated and inferred resource (mineral resource estimate, 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 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 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, a qualified person as defined in National Instrument 43-101 (Standards of Disclosure for Mineral Projects) and senior technical adviser for the company.

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 Moz of gold has been produced (refer to Gold Terra 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 reinforce the company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.

We seek Safe Harbor.