Mr. Gerald Panneton reports
GOLD TERRA ANNOUNCES CLOSING OF FIRST TRANCHE OF C$10.8M LIFE OFFERING WITH STRONG PARTICIPATION FROM STRATEGIC SHAREHOLDER DAVID HARQUAIL
Gold Terra Resource Corp. has closed the first tranche of its previously announced non-brokered private placement pursuant to Part 5A of National Instrument 45-106 (Prospectus Exemptions) and Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) for total gross proceeds of $10.8-million, with $8,750,200 closing today. The company welcomes the support of new shareholders, and wants to highlight the continued support of many shareholders such as David Harquail and Mackenzie Fund. The closing of the second tranche of the offering is expected to occur on or around July 31, 2026, and is subject to certain conditions.
The offering comprises the issuance of 8,612,223 common shares of the company at an issue price of 18 cents per HD share for gross proceeds of $1,550,200, 20 million charity flow-through common shares of the company at an issue price of 25 cents per CFT share for gross proceeds of $5-million and 10 million flow-through common shares of the company at an issue price of 22 cents per FT share for gross proceeds of $2.2-million. 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 HD shares, the CFT shares and the FT shares are collectively referred to herein as the offered securities.
Gerald Panneton, chairman and chief executive officer, commented: "This financing marks another important step forward in advancing towards the acquisition of the Con mine option property. With a fully funded balance sheet, we will be focusing on drilling the Con mine historical tailings, as well as expanding Zone 103 N along the prolific Campbell shear structure. Our objectives are to increase our current mineral resource estimate released on May 15, 2026, and delivering a preliminary economic assessment by the end of 2026. These are key steps toward demonstrating the project's future economic potential and creating long-term shareholder value. We are grateful for the continued support of our shareholders, particularly our largest investors, David Harquail and Mackenzie Fund, whose ongoing confidence reflects the strength of our strategy and the quality of our asset."
Finders' fees totalling $210,350 were paid to certain arm's-length finders in accordance with the policies of the TSX Venture Exchange. The offering is non-brokered with no warrants and is subject to the final acceptance of the TSX-V. Gold Terra engaged Integrity Capital Group Inc. to support its financing efforts.
The net proceeds from the offering will be used for general corporate purposes and for two drilling programs currently scheduled to start in July/August on the northern extension of the Campbell shear target Zone 103 N and on the Con mine historical on-site tailings, where a total of approximately 12 million tonnes of process ore residues were placed between 1938 and 2003. The two planned drill programs will run concurrently, and are anticipated to confirm and add ounces of gold on the Con mine option property under option from a subsidiary of Newmont Corp.
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, 2027, and will renounce all the qualifying expenditures in favour of the subscribers of the CFT shares and the FT shares, effective Dec. 31, 2026.
Certain officers and directors of the company purchased 250,000 HD shares and 200,000 FT shares under the offering. Such participation in the offering constituted a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The offering was exempt from the formal valuation and minority shareholder approval requirements of 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.
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 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 largest major historic 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 Campbell shear, where approximately 14 million ounces of gold have been produced in the past (refer to Gold Terra June 26, 2026, technical report), and, most recently, on the CMO property claims immediately south of the past-producing Con mine, which produced 6.1 Moz 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 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.
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