Gold Terra Announces Closing of $3,782,717 Non-Brokered Private Placement
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Gold Terra Announces Closing of $3,782,717 Non-Brokered Private Placement
Not for distribution to U.S. news wire services or dissemination in the United States.
November 22, 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 closing of the non-brokered private
placement (the “Offering”) first announced on November 7, 2022 and then increased on November 16,
2022 for gross proceeds of $3,782,717 from the sale of 12,055,585 flow-through shares of the Company
(“FT Share”) at a price of $0.20 per FT Share and from the sale of 8,572,500 common shares of the
Company (“Common Shares”) at a price of $0.16 per Common Share.
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 Company 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.
Gerald Panneton , Chairman & CEO commented, “We are pleased to have complete d a s uccessful
financing with the support of existing shareholders, and new shareholders. This financing allows the
Company to have a substantial winter drilling program on the Con Mine Option Property from Newmont.
The program will focus on the Campbell shear ore lenses identified south of the Con Mine and reported in
our last updated September 2022 mineral resource estimate (see September 7, 2022 news release). The
Campbell shear remain s untested and open in many directions south of Con Mine which has previously
produced 5.1 Moz at an average gold grade of 16 g/t.”
Directors and officers of Gold Terra participated in the Offering and were issued an aggregate of 600,000
Common Shares. Such participation in the Offering constitutes a “related party transaction” as defined
in Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions (“61-
101”). The Offering is exempt from the for mal 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 exceed 25% of the Company’s market capitalization. The Company
did not file a material change report 21 days prior to closing of the Offering as the participation of
insiders of the Company in the Offering had not been confirmed at that time.
Finder’s fee of 7% cash totaling $144,872 was paid to certain finders. All securities are subject to a four
month hold period expiring on March 22, 2023.
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 suc h offer, solicitation
or sale would be unlawful.
About Gold Terra
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
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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 st atements 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 th e timing for closing of the Offering, the receipt of regulatory approvals,
the use of proceeds from the Offering, the Company’s future plans and intentions 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 result of the factors discuss ed 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.
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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 statements will prove to be accurate, as actual
results and future events could diffe r 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 not assume any obligation, to update this
forward-looking information.