Canterra Minerals Announces $5.0 Million Private Placement to Fund Exploration in Newfoundland
Canterra Minerals Announces $5.0 Million Private Placement to Fund
Exploration in Newfoundland
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, British Columbia, Dec. 04, 2025 -- Canterra Minerals Corporation (TSXV:CTM) (OTCQB:CTMCF)
(FSE:DXZB) (“Canterra” or the “Company”) is pleased to announce a non-brokered flow-through private placement consisting of
Critical Minerals flow-through shares and National flow-through shares for gross proceeds of up to C$5.0 million (the “ Private
Placement ”).
Up to 10,000,000 Critical Minerals flow-through shares will be offered at a price of $0.25 per share (each, a “CMFT Share ”) for
gross proceeds of up to C$2,500,000. Each CMFT Share will comprise one common share of the Company (each, a
“Common Share ”) issued as a flow-through share designated as a “Critical Mineral flow-through share” within the meaning of
the Income Tax Act (Canada).
Up to 10,869,565 National flow-through shares will be offered at a price of $0.23 per share (each, a “ FT Share ”) for gross
proceeds of up to C$2,500,000. Each FT Share will comprise one Common Share issued as a flow-through share designated
as a “flow-through share” within the meaning of the Income Tax Act (Canada).
The gross proceeds from the issuance of the CMFT Shares and FT Shares will be used for Canadian exploration expenses
and will qualify as "flow-through critical mineral mining expenditures" and “flow-through mining expenditures”, respectively, as
defined in subsection 127(9) of the Income Tax Act (the " Qualifying Expenditures "), which will be incurred on or before
December 31, 2026, and renounced to the subscribers of the CMFT Shares and the FT Shares with an effective date no later
than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the issue of the CMFT Shares
and the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify
each subscriber of CMFT Shares and FT Shares for any additional taxes payable by such subscriber as a result of the
Company's failure to renounce the Qualifying Expenditures as agreed.
The Company intends to use the net proceeds from the Private Placement for the exploration of the Company’s projects in
central Newfoundland, including its Wilding Gold and Buchans Projects.
All figures are in Canadian dollars.
In connection with the Private Placement, the Company may engage certain arm’s-length parties who may receive a cash
finder’s fee payment in consideration of securities that are sold to subscribers introduced by such parties. Any cash finder’s
fee payment will be subject to the approval of the TSX Venture Exchange (the “TSXV”).
The Private Placement is expected to close on December 23, 2025, or on such other date as agreed to between subscribers
and the Company, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including
the approval of the TSXV. The CMFT Shares and the FT Shares will be subject to a hold period ending on the date that is four
months plus one day following the closing date of the Private Placement under applicable Canadian securities laws.
The CMFT Shares and the FT Shares have not been, nor will they be, registered under the United States Securities Act of
1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold to, or for the account or
benefit of, any person in the United States or any “U.S. person”, as such term is defined in Regulation S under the Securities
Act, absent registration or an applicable exemption from registration requirements. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful.
About Canterra Minerals
Canterra is a diversified minerals exploration company focused on critical minerals and gold in central Newfoundland. The
Company’s projects include six mineral deposits located in close proximity to the world-renowned, past producing Buchans
Mine and Teck Resources’ Duck Pond Mine, which collectively produced copper, zinc, lead, silver and gold. Several of
Canterra’s deposits support current and historical Mineral Resource Estimates prepared in accordance with National
Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards for Mineral Resources
and Mineral Reserves. Canterra’s gold projects are located on-trend of Equinox Gold’s Valentine mine currently under
construction and cover a ~55 km extension of the same structural corridor that hosts mineralization within Equinox Gold’s
mine project. Past drilling by Canterra and others within the Company’s gold projects intersected multiple occurrences of
orogenic-style gold mineralization within a large land position that remains underexplored.
Qualified Person:
Chris Pennimpede, P.Geo., CEO of Canterra Minerals Corporation, a Qualified Person as defined by National Instrument 43-
101, has reviewed and approved the technical information in this press release.
ON BEHALF OF THE BOARD OF CANTERRA MINERALS CORPORATION
Chris Pennimpede
President & CEO
Additional information about the Company is available at www.canterraminerals.com
For further information, please contact: +1 (604) 687-6644
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”)
within the meaning of the applicable Canadian securities legislation, including statements with respect to estimated mineral
resources, the opening of avenues for substantial discoveries within the belt, the Buchans Project being ripe for a modern
approach with significant exploration potential for high grade VMS mineralization, the Company anticipating being strongly
positioned to unveil the next mineral discovery in central Newfoundland. All statements, other than statements of historical
fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news
release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future
events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or
variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will”
be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Consequently,
there can be no assurances that such statements will prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the
policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if
management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ
materially from those anticipated in these forward-looking statements include risks associated with possible accidents and
other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological
factors, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary
to carry out the Company’s exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out
its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the
Company’s business and prospects. as well as those risks and uncertainties identified and reported in the Company's public
filings under its SEDAR+ profile at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-
looking statements and information contained in this press release. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a
result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking
statements, or otherwise.