Amendment of Cape Spencer Option Agreement

Rhea-AI Summary

Magna Terra Minerals has amended its Cape Spencer Project agreement, allowing a 100% property interest by increasing total payments to $350,000 and extending the timeframe to 2025. The company has made several milestone payments and has paid $12,500 in cash, alongside issuing 181,159 common shares. Magna Terra continues to focus on projects in Atlantic Canada, including interests in the Great Northern and Rattling Brook properties. Additionally, the company has received a $50,000 payment under the Noyell option agreement.

Positive

• Extended the Cape Spencer option agreement through 2025, allowing more time to secure a 100% interest.
• Increased total potential payments for Cape Spencer Project to $350,000, indicating commitment to project development.
• Made significant payments and share issuances to fulfill milestone obligations, enhancing credibility.

Negative

• Increased cash outflow due to higher option payments could strain financial resources.
• Dependence on option agreements poses risks if exploration results are unfavorable.

TORONTO, ON / ACCESSWIRE / September 15, 2022 / Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSX-V:MTT) announces that it has entered into an Amendment Agreement (the "Agreement") regarding its Cape Spencer Project in southern New Brunswick.

Under the original terms of the Cape Spencer option agreement, the Company could earn a 100% interest in the Cape Spencer Property by paying the Optionors a total of $300,000 in cash and $145,000 in milestone payments based on certain exploration activities in cash or equivalent value shares over a five-year period ending August 9, 2023 (refer to the press release dated August 19, 2021). On September 12, 2022, the Company entered into an Agreement whereby it will now earn a 100% property interest by paying the Optionors a total of $350,000 in cash and/or consideration shares and $145,000 in milestone payments based on certain exploration activities in cash or consideration shares, over a seven-year period ending August 9, 2025. The Company has paid $12,500 in cash and will issue 181,159 common shares of the Company to settle the fourth anniversary payment totalling $25,000, after which the Company will have paid a total of $225,000 in cash and consideration shares and $50,000 in milestone payments in consideration shares.

The maximum number of shares issuable by the Company with respect to the potential share consideration payment is 3,331,159 shares. All share issuances will be based on the greater of $0.05 per share or the 20-day volume weighted average price on the date a payment is due and the Company elects to make such payment in common shares. Furthermore, the common shares which may be issued under the above-mentioned agreements will be subject to a regulatory 4 month hold period from their date of issuance.

Other Exploration Option Agreements:

Magna Terra continues to focus on its projects in Atlantic Canada and accordingly has elected to continue to earn into several option agreements that it holds on the Great Northern (Newfoundland) and Cape Spencer (New Brunswick) Projects for 2022 and 2023.

Under the terms of the Rattling Brook option agreement, the Company can earn a 100% interest in the Rattling Brook Property (Great Northern Project), by paying the Optionor a total of $45,000 (comprised of $30,000 in cash and $15,000 in cash and/or consideration shares) over a two-year period (refer to the press release dated August 31, 2020). The Company has paid $15,000 in cash and will issue a total of 110,947 common shares of the Company to settle the second anniversary payments totalling $22,500, which completes the earn-in requirements of this option agreement.

Under the terms of the Armstrong option agreement, the Company can earn a 100% interest in the Armstrong Property (Cape Spencer Project) by paying the Optionor a total of $90,000 (comprised of $45,000 in cash and $45,000 in cash and/or consideration shares) over a three-year period (refer to the press release dated August 31, 2020). The Company has paid $15,000 in cash and will issue a total of 221,566 common shares of the Company to settle the second anniversary payments totalling $30,000.

Under the terms of the Marigold option agreement, the Company can earn a 100% interest in the Marigold Property (Cape Spencer Project) by paying the Optionor a total of $200,000 (comprised of $95,000 in cash and $105,000 in cash and/or consideration shares over a four-year period (refer to the press release dated August 31, 2020). The Company has paid $20,000 in cash and will issue a total of 295,858 common shares of the Company to settle the second anniversary payments totalling $40,000.

All share issuances contemplated above are based on the 20-day volume weighted average price on the date a payment is due under the above-mentioned agreements and the Company elects to make such payment in common shares. Furthermore, the common shares which may be issued under the above-mentioned agreements will be subject to a regulatory 4 month hold period from their date of issuance.

Noyell Option Agreement:

Pursuant to an Option Agreement with Opus One Resources Inc. ("Opus One") regarding the Noyell Property (see press release dated April 12, 2019), Magna Terra has received its third anniversary option payment of $50,000.

About Magna Terra

Magna Terra Minerals Inc. is a precious metals focused exploration company, headquartered in Toronto, Canada. Magna Terra owns two district scale, resource stage gold exploration projects in the top-tier mining jurisdictions of New Brunswick and Newfoundland and Labrador. The Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its precious metals discovery on its Luna Roja Project, as well as an extensive portfolio of district scale drill ready projects available for option or joint venture.

Forward Looking Statements

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 Statements Regarding Forward Looking Information

Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential mineralization) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, changes in world gold markets or markets for other commodities, and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities. Any forward-looking statement speaks only as of the date on which it is made and except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Magna Terra Minerals Inc.

Lewis Lawrick
President and CEO, Director
647-478-5307
Email: info@magnaterraminerals.com
Website: www.magnaterraminerals.com

SOURCE: Magna Terra Minerals Inc.

View source version on accesswire.com:
https://www.accesswire.com/716177/Amendment-of-Cape-Spencer-Option-Agreement

FAQ

What are the new terms of the Cape Spencer Project agreement for Magna Terra (BRIOF)?

Magna Terra has amended the Cape Spencer Project agreement, increasing total payments to $350,000 and extending the agreement until 2025.

What is the total amount Magna Terra will pay for the Cape Spencer Project?

Magna Terra will pay a total of $350,000 in cash and/or shares for the Cape Spencer Project.

What financial implications does the amendment to the Cape Spencer Project have for BRIOF investors?

The amendment increases cash outflows for Magna Terra, which could affect financial stability but allows extended exploration time.

Has Magna Terra received any payments under its option agreements recently?

Yes, Magna Terra received a $50,000 payment under the Noyell option agreement.