Gold Terra Increases Private Placement to C$7 Million

• Private placement increased from C$6.3 million to C$7.0 million, representing a 10% increase in total offering size
• Financing comprises 55 million shares across three categories: common shares, flow-through shares, and charitable flow-through shares
• All proceeds from flow-through shares will fund Canadian exploration expenses on the Yellowknife Project by December 2026
• The offering is non-brokered with no warrants attached and finder's fees totalling C$28,000
• Expected closing date is on or around 28 November 2025, subject to TSX Venture Exchange approval

Gold Terra Resource Corp. (TSX-V: YGT) is a mineral exploration company focused on its Yellowknife Project in the Northwest Territories. The company controls 836 square kilometres of contiguous land surrounding Yellowknife, covering nearly 70 kilometres of strike length along the mineralised shear system that hosted the former Con and Giant gold mines. Current exploration focuses on the Campbell Shear, where approximately 14 million ounces of gold have been produced, and the Con Mine Option property adjacent to the past-producing Con Mine, which produced 6.1 million ounces between 1938 and 2003.

Private Placement Oversubscription and Upsizing

Gold Terra announced on 12 November 2025 a non-brokered private placement targeting C$6.3 million. The offering received investor demand exceeding 40% of the original target, leading the company to increase the placement by 10% to C$7.0 million in total gross proceeds. The revised offering will issue 55 million common shares instead of the originally contemplated 50 million shares.

The financing structure includes three share categories: 15 million common shares at C$0.10 per share for C$1.5 million, 35 million charitable flow-through shares at C$0.14 per share for C$4.9 million, and 5 million flow-through shares at C$0.12 per share for C$600,000. The offering involves certain existing shareholders and insiders among the subscriber base.

The non-brokered placement will incur finder's fees of C$28,000 payable to certain finders upon closing. No warrants are attached to any shares issued under the offering. All securities will be subject to a four-month hold period from the closing date.

Flow-Through Share Structure and Pricing

The offering employs a tiered pricing structure based on the tax treatment of different share classes. Common shares are priced at C$0.10 each, representing the standard equity participation option. Flow-through shares carry a C$0.12 price point, whilst charitable flow-through shares are priced at C$0.14 per share.

Flow-through shares allow qualifying Canadian investors to claim tax deductions for eligible exploration expenses. The charitable flow-through shares qualify under subsection 66(15) of the Income Tax Act (Canada), providing both exploration expense deductions and charitable donation tax credits to eligible subscribers. This structure accounts for the pricing differential between the three share categories.

Gold Terra will use proceeds from the charitable flow-through shares and flow-through shares to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures under the Tax Act. The company will renounce all qualifying expenditures to subscribers effective 31 December 2025, allowing investors to claim deductions for the 2025 tax year.

Use of Proceeds for Exploration Expenditures

Gold Terra will deploy C$5.5 million from the flow-through components towards Canadian exploration expenses on the Yellowknife Project. These expenditures must be completed on or before 31 December 2026 to satisfy the flow-through share requirements. The C$1.5 million from common shares will be available for general corporate purposes.

The Yellowknife Project encompasses 836 square kilometres immediately north, south, and east of Yellowknife. The property is located within 10 kilometres of the city, providing access to year-round roads, air transportation, hydroelectric power, and skilled tradespeople. Gold Terra's exploration programmes focus on the Campbell Shear and the Con Mine Option property claims.

The company's exploration work has identified zones of gold mineralisation and multiple targets across the property portfolio. The Yellowknife greenstone belt, which hosts Gold Terra's properties, was the location of the Con and Giant gold mines that operated between 1938 and 2003, producing millions of ounces of gold from the Campbell, Con, and Rycon shear structures.

Next Steps and Timeline

The private placement is expected to close on or around 28 November 2025, subject to final acceptance by the TSX Venture Exchange and satisfaction of customary closing conditions. All securities issued will be subject to a four-month statutory hold period from the closing date. Following the closing, Gold Terra will commence expenditures on Canadian exploration expenses to fulfil its flow-through spending commitments by the 31 December 2026 deadline.

‍