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MTT.V ·

Magna Terra Announces Closing of First Tranche of Non- Brokered Private Placement and Completion of Drilling at Piedra Negra

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PRESS RELEASE

FOR IMMEDIATE RELEASE

December 31, 2018

TSX-V: MTT

MAGNA TERRA ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-

BROKERED PRIVATE PLACEMENT AND COMPLETION OF DRILLING AT PIEDRA

NEGRA

Toronto, Ontario, December 31, 2018 – Magna Terra Minerals Inc. (the “Company” or

“Magna Terra”) (TSX-V: MTT) (SSE: MTTCL) is pleased to announce the closing of the

first tranche of its non-brokered private placement announced November 6, 2018. A total

of 8,000,000 units (the “Units”) for gross proceeds of $400,000 ( the “Offering”) were

issued in this first tranche closing.

Each Unit was priced at $0.05 and consists of one (1) common share and one half of one

(1/2) common share purchase warrant (“Warrant”). Each whole Warrant entitles the

holder to purchase one (1) common share (a “Warrant Share ”) at a price of $0. 10 per

Warrant Share until December 28, 2020.

The Company paid finders fees of $2,800 in cash and 56,000 broker warrants (the “Broker

Warrants”), with each Broker Warrant entitling the holder to acquire one (1) common

share at a price of $0.10 until December 28, 2020. All securities will be subject to a four

month hold period ending on April 2 9, 2019. The Offering remains subject to the final

approval of the TSX Venture Exchange.

The Warrants and Broker Warrants will be subject to an accelerated expiry provision,

such that if the closing price of the Company’s Shares equals or exceeds $0.20 per share

for a period of 10 consecutive trading days, after the four month hold period, then the

exercise period of the Warrants shall be reduced to 30 days, with the reduced period

commencing seven calendar days following the tenth consecutive trading day.

Insiders of the Company participated by acquiring 6,300,000 units of the Offering. The

Offering has been extended to January 21, 2019.

The funds from the Offering will be used to complete a Phase 1, approximate 2,000 meter

drilling program on the Company’s Luna Roja and Piedra Negra projects, and for general

corporate purposes.

Further to its press release dated December 5, 2018, the Company wishes to announce

that it has completed the first phase drill program at its Piedra Negra Project. The

Company completed 860 meters of core drilling in this first phase program and assays

are pending. The drill rig has been mobilized to the Company’s Luna Roja Project, where

drilling will commence in early January 2019.

Lastly, the Company also wishes to announce that it has issued a total of 2,120,000 stock

options (with an exercise price of $ 0.05 for a period of five years) to Officers, Directors,

and Consultants of the Company.

About Us

Magna Terra Minerals Inc. is a precious metals focused exploration company,

headquartered in Toronto, Canada. Magna Terra (MTT) has a significant interest in the

province of Santa Cruz, Argentina within the prolific Deseado Massif in southern

Patagonia. With six district scale drill ready projects, and a highly experienced

management and exploration team, MTT is positioned to deliver significant shareholder

value through the potential for precious metals discovery(s) on its extensive portfolio.

For detailed information regarding our projects, please visit the Company’s website at:

www.magnaterraminerals.com

FOR FURTHER INFORMATION PLEASE CONTACT:

Magna Terra Minerals Inc.

Lewis Lawrick, President & CEO: 647-478-5307

Email: [email protected]

Website: www.magnaterraminerals.com

Neither 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

Some statements in this release may contain forward -looking information. All statements, other

than of historical fact, that address activities, events or developments that the Comp any believes,

expects or anticipates will or may occur in the future (including, without limitation, statements

regarding potential mineralization) are forward-looking statements. Forward-looking statements

are generally identifiable by use of the words “m ay”, “will”, “should”, “continue”, “expect”,

“anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words

or other variations on these words or comparable terminology. Forward -looking statements are

subject to a number of risks and uncertainties, many of which are beyond the Company’s ability

to control or predict, that may cause the actual results of the Company to differ materially from

those discussed in the forward -looking statements. Factors that could cause actual results or

events to differ materially from current expectations include, among other things, without

limitation, failure by the parties to complete the Transaction, failure to establish estimated mineral

resources, the possibility that future exploration results will not be consistent with the Company's

expectations, changes in world gold markets or markets for other commodities, and other risks

disclosed in the Company’s public disclosure record on file with the relevant securities regulatory

authorities. Any forward-looking statement speaks only as of the date on which it is made and

except as may be required by applicable securities laws, the Company disclaims any intent or

obligation to update any forward-looking statement.