Magna Terra Announces Upsize to Premium Flow-Through Private Placement
Magna Terra Announces Upsize to Premium
Flow-Through Private Placement
Toronto, Ontario--(Newsfile Corp. - August 11, 2025) -
Magna Terra Minerals Inc
.
(TSXV: MTT)
(the
"
Company
" or "
Magna Terra
") is pleased to announce that due to significant investor interest, it has
upsized its previously announced premium flow-through financing (the "
Offering
") (refer to the news
release dated July 31, 2025) by $1,000,000 for total gross proceeds of $2,000,000.
The fully subscribed Offering will now consist of an issuance of premium flow-through common shares of
the Company at a price of $0.135 per share for a total issuance of 14,814,812 premium flow-through
common shares. Of note, the Company is pleased that Mr. Michael Gentile, its largest shareholder
(19.2%) will be participating in the Offering.
The gross proceeds from the issuance of the premium flow-through common shares will be used to incur
"Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as
such terms are defined in the Income Tax Act (Canada)) related to the Company's mineral exploration
projects, primarily for preliminary exploration programs at the Company's recently acquired Humber
Project in western Newfoundland and Rocky Brook Project in northern New Brunswick.
The Company expects that an insider of the Company will be participating in the Offering. Insider
subscriptions are 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 is
relying on exemptions from the formal valuation and minority shareholder approval requirements
available under MI 61-101 as (i) the Company's securities are not listed on any stock exchange
identified in Section 5.7(b) of MI 61-101; and (ii) neither the fair market value of the common shares to
be distributed in the Offering nor the consideration to be received by the Company for the common
shares, insofar as insider participation is concerned, exceeds $2,500,000.
In connection with the Offering, 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
Offering will be subject to a regulatory four month and one day hold period. The Offering is subject to
approval by the TSX Venture Exchange.
About Magna Terra
Magna Terra Minerals Inc. is a precious and critical metals focused exploration company, headquartered
in Toronto, Canada. Magna Terra is focused on acquiring and advancing its high-potential mineral
projects in Atlantic Canada and Argentina while generating value for shareholders and minimizing
shareholder dilution through option and joint venture partnerships where appropriate; leveraging our
ability to explore, grow, and transact projects. The Company is focused on exploring our 100%-owned
Humber Copper-Cobalt Project in Newfoundland and Labrador, our 100% owned Rocky Brook Gold and
Critical Metals Project in the historic Bathurst Mining Camp of New Brunswick; and our 100%-owned
Cape Spencer Gold Project in New Brunswick. In addition, the Company has optioned the Great
Northern Project in Newfoundland to Gold Hunter Resources Inc. for total cash and share consideration
of $9.5 million over a 2-year period, and currently holds an approximate 28.9% equity interest in Gold
Hunter. Further, the Company maintains a significant precious metals exploration portfolio in the
province of Santa Cruz, Argentina which includes the Boleadora Project and the Luna Roja Project which
are subject to a recently announced LOI with Andean Metals Corp., as well as several additional district
scale drill ready projects available for purchase or option/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, 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 to a variety of assumptions, risks and uncertainties,
including the speculative nature of mineral exploration and development, fluctuating commodity
prices, competitive risks and the availability of financing, as described in more detail in our recent
securities filings available at
www.sedarplus.ca
. 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
Phone: (905) 301-9983
Email:
Website:
www.magnaterraminerals.com
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/261939