Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES C$6.3 MILLION PRIVATE PLACEMENT, INCLUDING 2 STRATEGIC INVESTORS ERIC SPROTT AND DAVID HARQUAIL

Gold Terra Resource Corp. has arranged a non-brokered private placement with a new strategic investor, David Harquail, and existing shareholder Eric Sprott. The private placement totalling 50 million common shares consists of 15 million common shares of the company at an issue price of 10 cents per share for gross proceeds of $1.5-million, 30 million charitable flow-through common shares of the company (the CFT shares) at an issue price of 14 cents per CFT share for gross proceeds of $4.2-million, and five million flow-through common shares of the company (the FT shares) at an issue price of 12 cents per FT share for gross proceeds of $600,000 with some existing shareholders and insiders. The CFT shares and the FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

The offering is non-brokered with no warrants and the offering is expected to be closed on or around Nov. 28, 2025, and is subject to certain conditions including the acceptance of the TSX Venture Exchange.

David Harquail has been involved in mineral exploration and mine finance throughout his career. In 2007, he co-founded Franco-Nevada Corp., leading its successful $1.3-billion initial public offering. During his 13-year tenure as chief executive officer, Franco-Nevada grew into the leading precious metals royalty company with a market value exceeding $50-billion. Mr. Harquail now serves as chair of the board of Franco-Nevada and as a director of the Bank of Montreal and the PDAC. He was also past chair of the World Gold Council.

Gerald Panneton, chairman and chief executive officer, commented: "We are pleased to have this strategic investment and endorsement from David Harquail and Eric Sprott. The Con mine property represents a corner stone of our strategy in redeveloping Yellowknife in a premier gold camp. 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 (Oct. 21, 2022, technical report) and was historically one of the richest high-grade gold mines in Canada."

The net proceeds from the shares will be used for general corporate purposes and for the drilling program scheduled to start in January, 2026, on the southern extension of the Campbell shear (CS) target between surface and 600 metres below surface, on the Con mine option (CMO) property. Under the CMO agreement, the company has the right to acquire 100 per cent of the CMO property from a subsidiary of Newmont Corp., subject to the fulfilment of certain conditions set out in the agreement, as reported in the company's news release dated Nov. 22, 2021. Gold Terra's option on the CMO with Newmont is until Nov. 21, 2027, supporting continuing CS drilling and potential resource growth.

The company will use an amount equal to the gross proceeds received by the company from the sale of the CFT shares and the FT shares to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the tax act on or before Dec. 31, 2026, and will renounce all the qualifying expenditures in favour of the subscribers of the CFT shares and the FT shares effective Dec. 31, 2025.

The proposed drill program at the Con mine is aimed at increasing the company's current indicated and inferred resource (MRE October, 2022) near surface and south of the Con mine, targeting the prolific Campbell shear structure which produced 14 Moz (million ounces) of gold at an average grade of 16 to 22 g/t Au (refer to the Oct. 21, 2022, technical report). The Con mine property has excellent infrastructure including the Robertson shaft, water treatment plan (2015), warehouse and offices, et cetera.

The Con mine closed in 2003 when the gold price was around $340 (U.S.) per ounce, with approximately 650,000 ounces at 11 to 12 grams per tonne Au in historic reserves and combined resources as shown in Table 1. The historical estimate was compiled and reported by Miramar Northern Mines Ltd. (MNML) during its operation and closure of the Con mine in 2003. A more recent mineral resource estimate, MRE October, 2022, as shown in Table 2 further below and reported in the Oct. 21, 2022, technical report was based on drilling in a different location on the CMO property and does not include the MNML historic resource.

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+.

Table 1 -- Historic resources (source: MNML)

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. Parameters for the resource/reserve categories listed above are not known.

Table 2 -- October, 2022, mineral resource estimate

The classification of the current mineral resource estimate into indicated and inferred is consistent with current 2014 Canadian Institute of Mining definition standards -- for mineral resources and mineral reserves.

Additional drilling will be required to upgrade/verify the resource estimates.

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

The Yellowknife project (YP) encompasses 836 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 (CMO) property claims immediately south of the past-producing Con mine which produced 6.1 Moz (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.

We seek Safe Harbor.