Magna Terra Announces $1.5 Million Non-Brokered Private Placement
MAGNA TERRA ANNOUNCES $1.5 MILLION NON-BROKERED PRIVATE PLACEMENT
Toronto, Ontario – May 2, 2022 – Magna Terra Minerals Inc. (the “Company” or “Magna Terra”) (TSX -V: MTT) is
pleased to announce that, subject to all regulatory approvals, the Company intends to complete a non-brokered Private
Placement of minimum gross proceeds of $1.5 million (the “Offering”).
The Offering will consist of a combination of Premium Flow -Through Units (“PFT Units”) at a price of $ 0.14 per
PFT Unit; and Hard Dollar Units (“HD Units”) at a price of $0.10 per HD Unit.
Each PFT Unit will consist of one (1) flow-through common share of the company and one half (1/2) of one flow -
through common share purchase warrant. Each full flow-through common share purchase warrant will be exercisable
for an additional common share of the Company at a price of $0.15 for 24 months from the date of issuance.
Each HD Unit will consist of one (1) common share of the company and one half (1/2) of one common share purchase
warrant. Each full common share purchase warrant will be exercisable for an additional common share of the Company
at a price of $0.15 for 24 months from the date of issuance.
The warrants issued in conjunction with this Offering will be subject to an Acceleration Clause, four (4) months plus
one (1) day after the Closing Date of the Private Placement , whereby the Acceleration Clause will be in effect if the
closing price of the common shares of the Company on the TSX Venture Exchange is equal to or greater than $0.35
for ten (10) consecutive trading days, entitling the Company to accelerate the expiry date of the warrants such that the
holders of the w arrants shall have a period of thirty (30) days to exercise the w arrants upon deemed receipt of the
Acceleration Notice.
The gross proceeds from the issuance of P FT Units will be used to incur “ Canadian exploration expenses ” that are
“flow-through mining expenditures ” (as such terms are defined in the Income Tax Act (Canada)) related to the
Company’s mineral exploration projects, primarily for an exploration drilling program at the Company’ s Great
Northern Project in w estern Newfoundland. The proceeds from the issuance of HD Units will be used for general
working capital purposes.
In connection with the Private Placement, the Company may pay finder ’s fees in cash or securities or a combination
of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the Private
Placement will be subject to a regulatory four month and one day hold period. It is anticipated that an initial closing
will occur on or before May 18, 2022. The Private Placement is subject to approval by the TSX Venture Exchange.
About Magna Terra
Magna Terra Minerals Inc. is a precious metals focused exploration company, headquartered in Toronto, Canada.
Magna Terra owns two district scale, resource stage gold exploration projects in the top -tier mining jurisdictions of
New Brunswick and Newfoundland and Labrador. Further, the Company maintains a significant exploration portfolio
in the province of Santa Cruz, Argentina which includes its precious metals discovery on its Luna Roja Project, as
well as an extensive portfolio of district scale drill ready projects available for option or joint venture.
Forward Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of
any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of
the securities in the United States of America. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold
within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933
Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
This news release includes certain forward -looking statements concerning the use of proceeds of the Offering, the
future performance of our business, its operations and its financial performance and condition, as well as
management's objectives, strategies, belie fs and intentions. Forward- looking statements are frequently identified by
such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future
events and results. Forward-looking statements are based on t he current opinions and expectations of management.
All forward -looking information is inherently uncertain and subject to a variety of assumptions, risks and
uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices,
the future tax treatment of the PFT Units, competitive risks and the availability of financing, as described in more
detail in our recent securities filings available at www.sedar.com. Actual events or results may differ materially from
those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume
no obligation to revise or update these forward-looking statements except as required by applicable law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Magna Terra Minerals Inc.
Lewis Lawrick
President and CEO, Director
647-478-5307
Email: [email protected]
Website: www.magnaterraminerals.com