Gold Terra Announces Closing of C$1,314,000 Charitable Flow-Through and Flow-Through Non-Brokered Private Placement
Gold Terra Announces Closing of C$1,314,000 Charitable Flow-Through and Flow-Through
Non-Brokered Private Placement
Vancouver, BC – December 16, 2024 – Gold Terra Resource Corp. (TSX -V: YGT; Frankfurt: TX0;
OTC QB: YGTFF) (“Gold Terra” or the “Company”) is pleased to announce the closing of its flow-through
(FT) and charitable flow -through (CFT) portions of the non-brokered private placement previously
announced on December 11, 2024 and October 30, 2024 (the “Offering”). The Company raised gross
proceeds of C$180,000 from the issuance of 3,000,000 flow-through common shares of the Company
(the “FT Shares”) at an issue price of $0.06 per FT Share, and gross proceeds of C$1,134,000 from the
issuance of 16,200,000 charitable flow-through common shares of the Company (“the “CFT Shares”) at
an issue price of $0.07 per CFT Share, for total gross proceeds from the Offering of C$1,314,000. The
FT Shares and CFT shares will both qualify as “flow -through” shares (within the meaning of subsection
66(15) of the Income Tax Act (Canada)).
The Offering is in addition to the previously announced closings of non-brokered non-flow-through private
placements for gross proceeds of C$572,500 as announced on October 23, 2024 , and for gross
proceeds of C$510,000 as announced on December 4, 2024, for total gross proceeds of C$1,082,500.
The total gross proceeds from the non-brokered private placement of FT Shares, CFT Shares and non-
flow through common shares is C$2,396,500.
Insiders of Gold Terra participated in the Offering by purchasing FT Shares and will be issued an
aggregate of 600,000 FT 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 formal valuation and m inority
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.
All securities are subject to a four-month hold period from the date of closing.
The Company will use an amount equal to the gross proceeds from the Offering, pursuant to the
provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify
as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the
"Qualifying Expenditures") related to the Company's projects in the Northwest Territories, on or before
December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the
FT Shares and CFT Shares effective December 31, 2024.
Gerald Panneton, Chairman & CEO commented, " We are pleased with our successful financing for a
total of C$2,396,500 through the continued support of existing shareholders such as Eric Sprott, and
Mackenzie Fund, and many others. The proceeds raised will allow us to kick start our wedging program
in early January to test the Campbell shear structure below the existing working s of the Con Mine. The
former Con Mine produced 5.1 Moz of gold at an average grade of 16 g/t and was historically one of
the richest high-grade gold mines in Canada.”
The current drill program at the Con Mine is aim ed at increasing our current Indicated and Inferred
resource (MRE October 2022) near surface and south of the Con Mine, targeting the prolific Campbell
Shear structure which produced 14 Moz of gold at an average grade of 16-22 g/t Au. The current drilling
is targeting below the existing underground workings, where the potential exists to add significant free
milling high grade ore. The Con Mine property has excellent infrastructure including the Robertson shaft,
water treatment plan (2015), warehouse and offices, etc. The Con Mine closed in 2003, with
approximately 650,000 ounces at 11 -12 g/t Au in historic reserves and combined resources . Please
refer to the October 21, 2022 technical report, titled "Initial Mineral Resource Estimate for the CMO
Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada" with an effective
date of September 2, 2022, by Qualified Person, Allan Armitage, Ph. D., P. Geo., SGS Geological
Services, which can be found on the Company's website at https://www.goldterracorp.com and on
SEDAR at www.sedarplus.com.
*Note: The Historic Reserves and Resources quoted above are historical in nature and are not NI 43 -
101 compliant. They were compiled and reported by MNML during its operation and closure of the Con
Mine (2003). The historical estimates are historical in nature and should not be relied upon, however,
they do give indications of mineralization on the property. The Qualified Person has not done sufficient
work to classify them as current Mineral Resources or Mineral Reserves and Gold Terra is not treating
the historical estimates as current Mineral Resources or Mineral Reserves.
The technical information contained in this news release has been reviewed and approved by Joseph
Campbell, Chief Operating Officer, a Qualified Person as defined in National Instrument 43 -101 -
Standards of Disclosure for Mineral Projects.
About Gold Terra
The Yellowknife Project (YP) encompasses 918 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 kilometres of the City of
Yellowknife, the YP is close to vital infrastructure, including all -season roads, air transportation, service
providers, hydro-electric power, and skilled tradespeople. Gold Terra is currently focusin g its drilling on
the prolific Campbell Shear, where approximately 14 Moz of gold has been produced, (refer to Gold
Terra Oct 21, 2022, Technical Report) and most recently on the Con Mine Option (CMO) property claims
immediately south of the past producing Con Mine which produced 6.1 Moz between the Con, Rycon,
and Campbell shear structures (1938-2003).
The YP and CMO properties lie on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres
of strike length along the main mineralized shear system that hosts 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, 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 anti cipate", 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 factor s 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 regarding the expected closing date o f the Offering and use of proceeds from the Offering,
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 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 statements will prove to be accurate, as actual results and f uture
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 not assume any obligation, to update this forward -
looking information.
Information Concerning Estimates of Mineral Resources
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Therefore, investors are cautioned not to assume that all or any part of an Inferred Mineral Resource
could ever be mined economically. It cannot be assumed that a ll or any part of “Measured Mineral
Resources,” “Indicated Mineral Resources,” or “Inferred Mineral Resources” will ever be upgraded to a
higher category. The Mineral Resource estimates contained herein may be subject to legal, political,
environmental or other risks that could materially affect the potential development of such mineral
resources. Refer to the Technical Report, once filed, for more information with respect to the key
assumptions, parameters, methods and risks of determination associated with the foregoing.