GOLD Terra Resource Corp. Announces Closing of C$7.13 Million Financing
July 14, 2020
TSXV: YGT
Frankfurt: TX0
OTC Pink: TRXXF
PRESS RELEASE
Not for distribution to U.S. news wire services or dissemination in the United States.
GOLD TERRA RESOURCE CORP. ANNOUNCES CLOSING OF C$7.13 MILLION
FINANCING
Vancouver, B.C. – Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTC Pink:
TRXXF) (“Gold Terra ” or the “Company”) is pleased to announce that it has closed its
previously announced bought deal financing (the “Offering”), including the exercise in full of the
underwriters’ over-allotment option. Pursuant to the Offering, a total of 12.7 million common
shares of Gold Terra (the “Common Shares”) were sold at a price of C$0.30 per Common Share
and 8 million charity flow -through common shares of Gold Terra (the “Charity Flow -Through
Common Shares”) were sold at a price of C$0.415 per Charity Flow-Through Common Share,
for aggregate gross proceeds of C$7,130,000.
The Offering was made through a syndicate of underwriters led by BMO Capital Markets an d
including Beacon Securities Limited and Stifel GMP (collectively, the “Underwriters”). The
Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering
(other than from the issue and sale of the Common Shares and the Charity Flow -Through
Common Shares to certain purchasers on a president ’s list, for which a 2% cash commission
was paid).
The Offering was completed by way of a short form prospectus filed in all of the provinces of
Canada, except Québec, and the Common Shares were sold elsewhere outside of Canada on a
private placement basis.
The net proceeds from the sale of the Common Shares will be used to advance exploration at
the Company’s wholly-owned Yellowknife City Gold project, for working capital, and for general
corporate purposes.
The gross proceeds from the sale of the Charity Flow-Through Common 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, 2020.
Four directors and officers of Gold Terra have participated in the Offering and were issued an
aggregate of 1,080,000 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 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. 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.
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 a n
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’s Yellowknife City Gold Project
The YCG project encompasses 790 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 YCG is close to vital infrastructure, including all-season
roads, air transportation, service providers, hydro-electric power and skilled tradespeople.
The YCG lies on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres 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:
David Suda, President and CEO
Phone: 604-928-3101 | Toll-Free: 1-855-737-2684
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 use of proceeds
of the Offering, including the renunciation of CEE, 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 m ost 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 m aterially 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 t o 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 i nformation 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.