Canterra Minerals Anticipates Receiving up to $3.5 Million IN Funding ON a Non- Brokered Basis and No Longer Pursues Previously Announced Brokered Offering
CANTERRA MINERALS ANTICIPATES RECEIVING UP TO $3.5 MILLION IN FUNDING ON A NON-
BROKERED BASIS AND NO LONGER PURSUES PREVIOUSLY ANNOUNCED BROKERED OFFERING
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Vancouver, B .C. (December 11, 2024 ) – Canterra Minerals Corporation (TSXV:CTM) (OTCQB: CTMCF)
(FSE: DXZB) (WKN: A2P9X3) (“ Canterra” or the “Company”) announces a non -brokered private
placement (the “Non-Brokered Private Placement” or the “Offering”) for aggregate gross proceeds of up
to C$3,500,000, comprised of Units of the Company (“Units”) priced at C$0.10 per Unit and Flow-Through
Shares (“FT Shares”) issued at C$0.12 per share, designated as “flow-through” under subsection 66(15) of
the Income Tax Act (Canada) . Red Cloud Securities Inc. (“Red Cloud”) is acting as a finder in connection
with the Non-Brokered Private Placement.
Each Unit will consist of one common share of the Company (“ Unit Share”) and one half of one common
share purchase warrant (“ Warrant”). Each whole Warrant shall entitle the holder to purchase one
common share of the Company (each, a “ Warrant Share”) at a price of C$0.15 at any time on or before
that date which is 36 months after the closing date of the Non-Brokered Private Placement.
The Company intends to use the net proceeds from the Non-Brokered Private Placement for the
exploration of the Company’s projects in central Newfoundland as well as for working capital and general
corporate purposes. The gross proceeds from the issuance of the FT Shares will be used for Canadian
exploration expenses and will qualify as “flow -through critical mineral mining expenditures”, as defined
in subsection 127(9) of the Income Tax Act (the “Qualifying Expenditures”), which will be incurred on or
before December 31, 2025 and renounced to the subscribers of the FT Shares with an effective date no
later than December 31, 2024 in an aggregate amount not less than the gross proceeds raised from the
issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the
Company will indemnify each subscriber of 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 Non-Brokered Private Placement is scheduled to close on or around December 18, 2024, and is subject
to certain conditions including, but not limited to, receipt of all necessary approvals including the approval
of the TSX Venture Exchange (the “TSXV”). A cash commission and finder’s warrants may be paid to arm’s
length finders on a portion of the Non -Brokered Private Placement . The Unit Shares, FT Shares and
Warrant Shares will be subject to a hold period ending on the date that is four months plus one day
following the issue date of the Offered Securities under applicable Canadian securities laws.
In connection with the Offering , Canterra also announces that the Company and Red Cloud have agreed
to terminate the fully marketed private placement for proceeds of up to C$3,000,000 as announced on
December 4, 2024.
The Offered Securities 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 that collectively
produced copper, zinc, lead, silver and gold. Several of Canterra’s deposits support current and historical
Mineral Resource Estimates prepared in accordance with Na tional Instrument 43-101 and the Canadian
Institute of Mining, Metallurgy, and Petroleum Definition Standards for Mineral Resources and Mineral
Reserves current at their respective effective dates. Canterra’s gold projects are located on -trend of
Calibre Mining’s Valentine mine currently under construction and cover a ~60 km extension of the same
structural corridor that hosts mineralization within Cali bre’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.
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, the
“forward-looking statements ”) within the meaning of the applicable Canadian securities legislation,
including statements with respect to the expected gross proceeds of the Non-Brokered Private Placement,
the use of proceeds of the Non-Brokered Private Placement , the expected closing date of the Non -
Brokered Private Placement and the Non-Brokered Private Placement being subject to acceptance by the
TSXV. 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 word s 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 TSXV, 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 possible accidents and other risks associated with mineral exploration operations, the risk that
the Company will encounter unanticipated geological factors, the possibility that the C ompany 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.; the business and operations of the Company;
unprecedented market and economic risks associated with current market and economic circumstanc es,
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 contai ned 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.