Magna Terra Closes Upsized Non-Brokered Premium Flow-Through Private Placement for Gross Proceeds of $2 Million
Magna Terra Closes Upsized Non-Brokered
Premium Flow-Through Private Placement for
Gross Proceeds of $2 Million
Toronto, Ontario--(Newsfile Corp. - August 29, 2025) -
Magna Terra Minerals Inc
.
(TSXV: MTT)
(the
"
Company
" or "
Magna Terra
") is pleased to announce that it has completed its previously announced
non-brokered premium flow-through private placement of gross proceeds totalling $2,000,004.08 (the
"
Offering
").
The Offering consisted of an issuance of 14,814,845 premium flow-through common shares of the
Company at a price of $0.135 per common share.
"We are very pleased with the investor response and resulting demand for this oversubscribed
financing, and the continued support of our largest shareholder Michael Gentile. The funds raised will
allow us to expand our planned follow up programs on both our Rocky Brook Project in New
Brunswick, and our Humber Project in Newfoundland and Labrador, where we made exciting new
discoveries on each project in our phase one programs earlier this summer. In the coming days, we
will provide greater detail of our planned phase two exploration programs for each of these projects
scheduled for this fall, as well as further results obtained from our phase one exploration activities
completed this summer. We look forward to a busy next several months advancing both Rocky Brook
and Humber, as well as closing our recently announced LOI with Andean Metals for the option of our
Boleadora and Luna Roja Projects in Santa Cruz Province, Argentina."
Lew Lawrick, President and CEO, Magna Terra Minerals Inc.
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 Humber Project in western
Newfoundland and Rocky Brook Project in northern New Brunswick.
Michael Gentile, an insider of the Company, participated in the closing by acquiring 856,667 premium
flow-through common shares for gross proceeds of $115,650.05. Prior to the Offering, Mr. Gentile
beneficially owned or controlled 17,615,000 common shares of the Company representing 19.2% of the
outstanding common shares of the Company on a non-diluted basis. Immediately after the closing of the
Offering, Mr. Gentile now holds, directly and indirectly, or exercises control over 18,471,667 common
shares representing 17.4% of the outstanding common shares of the Company.
Mr. Gentile is considered a "related party" and an "insider" of the Company for the purposes of
applicable securities laws and stock exchange rules. The subscription and issuance of common shares
to Mr. Gentile constitutes a related party transaction, but is exempt from the formal valuation and minority
approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("
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; (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; and (iii) the Company has received
the approval of the Offering from at least two-thirds of its independent directors in respect of the Offering.
Neither the Company, nor the insider that has participated in the Offering, had knowledge of any material
information concerning Magna Terra, or its securities, that had not been previously disclosed prior to
their subscription in the Offering.
In connection with the Offering, the Company will pay a total of $54,985 in finder's fees and has issued
610,944 finders warrants to certain eligible finders in accordance with policies of the TSX Venture
Exchange. Each finders warrant is exercisable into one common share of the Company at a price of
$0.15 per common share for a period of 24 months from the date of issuance.
All securities issued pursuant to the Offering are subject to a regulatory four month and one day hold
period. The Offering is subject to final 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/264480