Gold Terra Secures C$7 Million in Oversubscribed Financing for Campbell Shear Expansion

• Gold Terra closed an oversubscribed C$7 million private placement through the issuance of 55 million shares across three tranches, with no warrants
• Directors and officers participated with C$36,000 through the purchase of 300,000 common shares
• Proceeds will fund a drilling programme starting January 2026 targeting the southern extension of the Campbell Shear near surface, south of the Con Mine Option property
• The financing included C$5.5 million in flow-through shares (charitable and standard), with funds to be spent on eligible Canadian exploration expenses by 31 December 2026
• All securities are subject to a four-month statutory hold period expiring 29 March 2026

Gold Terra Resource Corp. (TSXV:YGT) is a Canadian gold exploration company with the Yellowknife Project covering 836 square kilometres in the Northwest Territories. The company's exploration focus includes the Campbell Shear, where approximately 14 million ounces of gold has been produced, and the Con Mine Option property south of the former Con Mine, which produced 6.1 million ounces between 1938 and 2003.

Private Placement Structure and Share Issuance

Gold Terra structured the C$7 million raise across three share classes. The company issued 15 million common shares at C$0.10 per share for gross proceeds of C$1.5 million, 35 million charitable flow-through shares at C$0.14 per share for gross proceeds of C$4.9 million, and 5 million flow-through shares at C$0.12 per share for gross proceeds of C$600,000. The charitable flow-through and flow-through shares qualify as flow-through shares under subsection 66(15) of the Income Tax Act (Canada).

The offering was non-brokered with no warrants. Finder's fees totalling C$28,000 were paid to certain finders. The offering is subject to final acceptance by the TSX Venture Exchange. With the issuance of 55 million new shares, the company's outstanding share count has increased accordingly.

The flow-through portion, representing C$5.5 million of the total raise, requires the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures by 31 December 2026. The company will renounce all qualifying expenditures in favour of the charitable flow-through and flow-through share subscribers effective 31 December 2025. Net proceeds from the common shares will be used for general corporate purposes and the upcoming drilling programme.

Insider Participation and Regulatory Compliance

Directors and officers of Gold Terra participated in the offering and were issued an aggregate of 300,000 common shares totalling C$36,000. This participation constitutes a related party transaction as defined in Multilateral Instrument 61-101, which establishes protections for minority security holders in special transactions involving insiders or related parties.

The offering is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 because neither the fair market value of the securities issued to related parties nor the consideration for such securities exceeds 25% of the company's market capitalisation. These thresholds determine when additional procedural requirements apply to related party transactions.

The company did not file a material change report 21 days prior to closing of the offering as the participation of insiders in the offering had not been confirmed at that time. Material change reports are regulatory filings that disclose significant changes in a company's affairs, with timing requirements depending on when information becomes available and confirmed.

Use of Proceeds for Campbell Shear Drilling Programme

The company has designated the net proceeds from the common shares for general corporate purposes and the upcoming drilling programme. The proceeds from the flow-through shares will be used to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, to be spent on or before 31 December 2026. These qualifying expenditures will be renounced to flow-through subscribers effective 31 December 2025.

The drilling programme is scheduled to start in January 2026 on the southern extension of the Campbell Shear target near surface, south of the Con Mine Option property. The Campbell Shear is where approximately 14 million ounces of gold has been produced historically.

Chairman and CEO Gerald Panneton stated:

"This oversubscribed financing shows strong support from our existing and new shareholders to expand our drilling programme at the Con Mine Option property."

Mr. Panneton added:

"The net proceeds from the Shares will be used for our upcoming drilling programme scheduled to start in January 2026 on the southern extension of the prolific Campbell Shear target near surface and south of the Con Mine Option property. We look forward to advancing our exploration work with the objective of increasing our current mineral resource estimates in 2026."

Looking Ahead

Gold Terra has completed the C$7 million financing with proceeds allocated to the January 2026 drilling programme and general corporate purposes. The drilling will target the southern extension of the Campbell Shear near surface, south of the Con Mine Option property. All securities issued in the offering are subject to a statutory hold period expiring 29 March 2026. The company's stated objective for 2026 is to increase its current mineral resource estimates through the planned exploration work.

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