Magna Terra Announces Initial Closing of Non-Brokered Private Placement

MAGNA TERRA ANNOUNCES INITIAL CLOSING OF NON-BROKERED PRIVATE

PLACEMENT

Toronto, Ontario – June 3, 2022 – Magna Terra Minerals Inc. (the “Company” or “Magna Terra”) (TSX-V: MTT) is

pleased to announce that it has completed a first closing of its non-brokered private placement (see press release dated

May 18, 2022) of gross proceeds totalling $858,000.

In this initial closing, the Company has issued 4,450,000 Premium Flow-Through Units (“PFT Units”) at a pr ice of

$0.14 per PFT Unit; and 2,350,000 Hard Dollar Units (“HD Units”) at a price of $0.10 per HD Unit.

Each PFT Unit consists 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 consist s of one (1) common share of the company and one half (1/2) of one c ommon 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 c ommon 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 s uch terms are defined in the Income Tax Act (Canada)) related to the

Company’s mineral exploration projects, in southern New Brunswick and western Newfoundland. The proceeds from

the issuance of HD Units will be used for general working capital purposes.

In connection with this initial closing of the Private Placement, the Company paid $19,600 in finder’s fees and issued

196,000 finders warrants exercisable into common shares of the Company at a price of $0.15 for 24 months from the

date of issuance, and which are subject to the above mentioned acceleration clause; as permitted by the policies of the

TSX Venture Exchange.

An Insider of the Company participated in the first closing by acquiring 1,400,000 HD Units of the Company for total

gross proceeds of $140,00 0. This subscription is considered to be a “related party transaction” for purposes of

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions(“MI 61-101“). The

Company did not file a material change report more than 21 days before the expected closing date of the Offering as

the participation therein by such “related party” of the Company was not settled until shortly prior to the closing of

the Offering. The Company is relying on exemptions from the formal valua tion and minority shareholder approval

requirements available under MI 61- 101. The Company is exempt from the formal valuation requirement in section

5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61- 101 (Issuer Not Listed on a Specified Market). Additionally,

the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61- 101 in reliance on

section 5.7(b) of MI 61-101 (Fair Market Value Not More Than $2,500,000).

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 a second and final closing will occur on or before June 24, 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 perform ance of our business, its operations and its financial performance and condition, as well as

management's objectives, strategies, beliefs 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 the current opinions and expectations of management.

All forward -looking information is inherently uncertain and subject t o 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 d escribed 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