Gold Terra Announces Arrangement of a Non-Brokered Private Placement
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Gold Terra Announces Arrangement of a Non-Brokered Private Placement
Not for distribution to U.S. news wire services or dissemination in the United States.
November 7, 2022, Vancouver, B.C. – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTC QX:
YGTFF) (“Gold Terra” or the “Company”) is pleased to announce the arrangement of a non -brokered
private placement (the “Offering”) for gross proceeds of $1,960,117 from the sale of (i) 6,020,585 flow-
through shares of the Company (“FT Share”) at a price of $0.20 per FT Share and (ii) 4,725,000 common
shares of the Company (“Common Shares”) at a price of $0.16 per Common Share.
Gerald Panneton, Chairman & CEO, noted that “These funds will allow Gold Terra to continue to advance
its drilling on the Con Mine property under option from Newmont in Yellowknife, NWT. It follows the
release of our updated NI 43-101 mineral resource report filed recently.”
The gross proceeds from the sale of the FT Shares will be used for expenditures which qualify as “Canadian
exploration expenses” (“CEE”) and “flow -through mining expenditures” both within the meaning of the
Income Tax Act (Canada). The C ompany will renounce such CEE with an effective date of no later than
December 31, 2022. The net proceeds from the sale of the Common Shares will be used for working capital
and general corporate purposes.
Directors and officers of Gold Terra are expected to participate in the Offering and will be issued an
aggregate of 600,000 Common Shares. Such participation in the Offering will constitute a “related party
transaction” as defined in Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions (“61-101”). The Offering will be exempt from the formal valuation and minority
shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to
related parties nor the consideration for such securities will exceed 25% of the Company’s market
capitalization. A material change report will be filed in connection with the participation of the directors
and officers in the Offering less than 21 days in advance of the closing of the Offering, which the Company
deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities
and to complete the Offering in an expeditious manner.
Finder’s fee s of 7% cash will be payable to certain finders in accordance with the policies of the TSX
Venture Exchange.
The Offering is expected to close on or about November 16, 2022 and is subject to receipt of all necessary
regulatory approvals including the TSX Venture Exchange. The FT Shares and Common Shares of the
Company will be subject to a hold period of four months and one day following the closing date of the
Offering in accordance with applicable securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
About Gold Terra
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Gold Terra’s primary exploration focus is Con Mine option property which is adjacent to Yellowknife City
Gold (YCG) project encompassing 800 sq. km of contiguous land immediately north, south and east of the
City of Yellowknife in the Northwest Territories. Through a series of acquisitions, Gold Terra controls one
of the six major high -grade gold camps in Canada. Being within 10 kilomet res of the City of Yellowknife,
the YCG is close to vital infrastructure, including all -season roads, air transportation, service providers,
hydro-electric power, and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific
Campbell shear, where 14 Moz of gold has been produced, and most recently on the Con Mine option
property including the past producing Con Mine , which produced over 6 Moz at grade of 15 to 20 g/ t
(1938-2003).
The YCG lies on the prolific Yellowknife greenstone be lt, covering nearly 70 kilomet res of strike length
along the main mineralized shear system that host the former -producing high-grade Con and Giant gold
mines. The Company's exploration programs have successfully identified significant zones of gold
mineralization and multiple targets that remain to be tested which reinforces the Company's objective of
re-establishing Yellowknife as one of the premier gold mining districts in Canada.
Visit our website at www.goldterracorp.com.
For more information, please contact:
Gerald Panneton, Chairman & CEO
Mara Strazdins, Manager of Investor Relations
Phone: 1-778-897-1590 | 604-689-1749 ext 102
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 Note Regarding Forward-Looking Information
Certain statements made and information contained in this news release constitute "forward -looking
information" within the meaning of applicable securities legislation (" forward-looking information ").
Generally, this forward-looking information can, but not always, be identified by use of forward -looking
terminology such as "plans", "expects" or "does not expect", "is expected", "budget" , "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of
such words and phrases or statements that certain actions, events, conditions or results "will", "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations
thereof.
All statements other than statements of historical fact may be forward -looking information. Forward -
looking information is necessarily based on estimates and assumptions that are inherently subject to
known and unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance, or achievements of the Company to be materially different from those expressed
or implied by such forward-looking information. In particular, this news release contains forward-looking
information with respect to the timing for closing of the Offering, the receipt of regulatory approvals, the
use of proceeds from the Offering, the Company’s future plans and i ntentions and the Company's
objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.
There can be no assurance that such statements will prove to be accurate, as the Company's actual results
and future events could differ materially from those anticipated in this forward-looking information as a
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result of the factors discussed in the "Risk Factors" section in the Company's most recent MD&A and
annual information form available under the Company's profile at www.sedar.com.
Although the Company has attempted to identify important factors that would cause actual results to
differ materially from those contained in forward -looking information, there may be other factors that
cause results not to be as anticipated, estimated or intended. The forward-looking information contained
in this news release is based on information available to the Company as of the date of this news release.
There can be no assurance that such statemen ts will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. All of the forward -looking
information contained in this news release is qualified by these cautionary statements. Readers are
cautioned not to place undue reliance on forward -looking information due to the inherent uncertainty
thereof. Except as required under applicable securities legislation and regulations applicable to the
Company, the Company does not intend, and does no t assume any obligation, to update this forward -
looking information.