Gold Terra Increases Non-Brokered Private Placement
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Gold Terra Increases Non-Brokered Private Placement
Not for distribution to U.S. news wire services or dissemination in the United States.
November 16, 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”) announced on November 7, 2022 for gross proceeds of $1,960,117
has been increased to $3,780,517 and is now fully subscribed.
The Offering will consist of the sale of (i) 12,020,585 flow-through shares of the Company (“FT Share”) at
a price of $0.20 per FT Share and (ii) 8,602,500 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.
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 Sec urity 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 considerat ion 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 18 , 202 2 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 belt, 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 app licable 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", "m ight" 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 assumpti ons 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 pla ns 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
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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. The re can be no assurance that such statements 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 not assume any obligation, to update this
forward-looking information.