Gold Terra Announces Non-Brokered Flow-Through Financing
This news release is not intended for distribution to United States newswire services or dissemination
in the United States
Gold Terra Announces Non-Brokered Flow-Through Financing
Vancouver, BC – December 11, 2024 – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0;
OTC QB: YGTFF) (“Gold Terra” or the “Company”) announces that it proposes to undertake a non-
brokered private placement (the “Offering”) of up to 3 million flow-through common shares of the
Company (the “FT Shares”) at a price of $0.06 for total gross proceeds of up to $180,000 with three long
term shareholders/insiders. The Company expects to close along with previously announced n on-
brokered charity flow-through (CFT) (see October 30, 2024 press release ) on December 16, 2024. The
FT Share will qualify as a “flow -through share” within the meaning of subsection 66(15) of the Income
Tax Act (Canada) (the “Tax Act”).
Insiders of Gold Terra are participating in the Offering. 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 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.
All securities are subject to a four-month hold period from the date of closing.
The proceeds from the FT Shares will be used for exploration expenditures for drilling on the Con Mine
Option property.
The Company will use an amount equal to the gross proceeds from the sale of FT Shares, pursuant to
the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” that qualify as “flow -
through mining expenditures” as both terms are defined in the Tax Act (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 favor of the subscribers of the FT Shares effective December
31, 2024. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will
indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of
the Company’s failure to renounce the Qualifying Expenditures as agreed.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such registration is available.
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 anticipate", or "believes", or variations of
such words and phrases or statements that certain actions, events, co nditions 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 of 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 all 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.