GOLD Terra is Upsizing Its Private Placement from C$6.3 Million to C$7.0 Million
GOLD TERRA IS UPSIZING ITS PRIVATE PLACEMENT FROM C$6.3 MILLION TO C$7.0 MILLION
Vancouver, BC – November 17, 2025 – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTCQX:
YGTFF) (“Gold Terra” or the “Company”) is pleased to announce that the Company's previously
announced non-brokered private placement (see news release dated November 12, 2025) has received
strong investor demand of more than 40%, and will be oversubscribed by 10% for total gross proceeds
of C$7,000,000. The Company was originally contemplating issuing an aggregate of 50 million common
shares, however, will now be issuing 55 million common shares, consisting of 15 million common shares
of the Company (the “Shares”) at an issue price of C$0.10 per Share for gross proceeds of C$1,500,000,
35 million charitable flow-through common shares of the Company (the “CFT Shares”) at an issue price
of C$0.14 per CFT Share for gross proceeds of C$4,900,000, and 5 million flow-through common shares
of the Company (the “FT Shares”) at an issue price of C$0.12 per FT Share for gross proceeds of
C$600,000 with some existing shareholders and insiders (together, the “Offering”). The CFT Shares and
the FT Shares will qualify as “flow -through” shares (within the meaning of subsection 66(15) of the
Income Tax Act (Canada) (the “Tax Act”).
Finder's fees totaling C$28,000 will be paid to certain finders upon closing. The Offering is non-brokered
with no warrants and the Offering is expected to be closed on or around November 28th, 2025 and is
subject to certain conditions including the acceptance of the TSX Venture Exchange. 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 received by the Company from the sale
of the CFT Shares and the FT Shares 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”) on or before December 31, 2026, and will renounce all the Qualifying Expenditures in
favour of the subscribers of the CFT Shares and the FT Shares effective December 31, 2025.
About Gold Terra
The Yellowknife Project (YP) encompasses 836 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 t he 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 focusing 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 | 1-416-710-0646
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 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 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.
Information Concerning Estimates of Mineral Resources
LEGAL*70078914.1
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.