Gold Terra Annouces Closing of Oversubscribed C$7.0 Million Private Placement

Rhea-AI Summary

Gold Terra (OTCQX:YGTFF) closed an oversubscribed non‑brokered private placement raising C$7.0 million on November 28, 2025.

The Company issued 15M common shares at C$0.10, 35M charitable flow‑through shares at C$0.14, and 5M flow‑through shares at C$0.12. Finder's fees of C$28,000 were paid and insiders subscribed for 300,000 shares (C$36,000). All securities are subject to a statutory hold period ending March 29, 2026.

The company will renounce eligible flow‑through mining expenditures effective December 31, 2025 and must incur those expenditures by December 31, 2026. Net proceeds from the non‑flow‑through Shares will fund general corporate needs and an upcoming drilling program at the Con Mine Option scheduled to start in January 2026.

Positive

• Raised C$7.0M in oversubscribed financing
• Allocated funds to start January 2026 drilling program
• CFT/FT structure provides tax benefits to subscribers

Negative

• Issued 55M new shares, creating shareholder dilution
• Insiders purchased 300,000 shares in related‑party transaction

News Market Reaction

+47.12%

1 alert

+47.12% News Effect

On the day this news was published, YGTFF gained 47.12%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total gross proceeds: C$7,000,000 Common shares issued: 15,000,000 shares Charitable FT shares: 35,000,000 shares +5 more

8 metrics

Total gross proceeds C$7,000,000 Non-brokered private placement closing

Common shares issued 15,000,000 shares Non-flow-through Shares at C$0.10

Charitable FT shares 35,000,000 shares Charitable flow-through at C$0.14

Flow-through shares 5,000,000 shares Flow-through at C$0.12

Finder’s fees C$28,000 Paid to certain finders for the Offering

Insider participation 300,000 shares (C$36,000) Directors and officers in the Offering

Flow-through deadline December 31, 2026 Deadline to incur Qualifying Expenditures

Hold period expiry March 29, 2026 Statutory hold period for securities issued

Market Reality Check

Price: $0.1700 Vol: Volume 280,475 vs 20-day ...

normal vol

$0.1700 Last Close

Volume Volume 280,475 vs 20-day average 323,219 (relative volume 0.87) indicates no unusual trading pressure pre-news. normal

Technical Price 0.1323 is trading above the 200-day MA of 0.06, reflecting a pre-news uptrend.

Peers on Argus

While YGTFF was down 5.88%, peers showed mixed moves: IRVRF up 9.09%, TNGL up 7....

While YGTFF was down 5.88%, peers showed mixed moves: IRVRF up 9.09%, TNGL up 7.83%, KDKGF down 4.25%, others flat or modestly higher, suggesting stock‑specific dynamics around the financing.

Historical Context

5 past events · Latest: Nov 28 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 28	Placement closing	Positive	+47.1%	Closing of oversubscribed C$7.0M private placement to fund drilling.
Nov 17	Placement upsizing	Positive	-6.3%	Upsizing of private placement from C$6.3M to C$7.0M on strong demand.
Nov 12	Placement launch	Positive	+27.3%	Announcement of C$6.3M placement including two strategic investors.
Oct 27	Drill targets south	Positive	+1.3%	New near-surface drill targets along Campbell Shear south of Con Mine.
Sep 26	Drill targets north	Positive	+20.0%	Strategic drilling program targeting Campbell Shear north extension.

Pattern Detected

News on private placements and exploration plans has often led to positive price reactions, with one notable divergence on a placement upsizing.

Recent Company History

Over the last few months, Gold Terra issued several updates centered on financing and drilling at the Con Mine Option property. Private placement announcements on Nov 12, 2025 and the upsizing on Nov 17, 2025 set the stage for the oversubscribed C$7.0M closing on Nov 28, 2025. Earlier, drill-target news on Sep 26 and Oct 27, 2025 also saw mostly positive reactions. Today’s completed placement fits this pattern of funding exploration at the Campbell Shear.

Market Pulse Summary

The stock surged +47.1% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +47.1% in the session following this news. A strong positive reaction aligns with prior financing and exploration news, where the Nov 28, 2025 closing of this oversubscribed C$7.0M placement previously coincided with a 47.12% move. Historically, similar private placement announcements averaged 11.21% moves, so outsized strength could reflect enthusiasm for funding the drilling program. However, investors have also contended with share issuance and potential dilution, which can limit how long such strength persists.

Key Terms

non-brokered private placement, flow-through shares, Income Tax Act (Canada), related party transaction, +3 more

7 terms

non-brokered private placement financial

"closed the over-subscribed non-brokered private placement for total gross"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

flow-through shares financial

"flow-through common shares of the Company (the "FT Shares") at an issue"

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

Income Tax Act (Canada) regulatory

"within the meaning of subsection 66(15) of the Income Tax Act (Canada)"

The Income Tax Act (Canada) is the federal law that sets the rules for how individuals and businesses in Canada calculate, report and pay income taxes, including what counts as taxable income, allowable deductions, credits and the applicable tax rates. Investors care because those rules determine after‑tax profits, how dividends and capital gains are treated, and which tax incentives affect corporate cash flow and valuations—like a rulebook that decides how much of earnings actually reach shareholders.

related party transaction regulatory

"constitutes a "related party transaction" as defined in Multilateral"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"as defined in Multilateral Instrument 61-101 - Protection of Minority"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

statutory hold period regulatory

"are subject to a statutory hold period expiring four months and one day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

TSX Venture Exchange regulatory

"Offering is non-brokered with no warrants and is subject to the final acceptance of the TSX Venture Exchange"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

AI-generated analysis. Not financial advice.

VANCOUVER, BC / ACCESS Newswire / November 28, 2025 / Gold Terra Resource Corp. (TSXV:YGT)(Frankfurt:TX0)(OTCQX:YGTFF) ("Gold Terra" or the "Company") is pleased to announce that, further to the news release of November 17, 2025, the Company has closed the over-subscribed non-brokered private placement for total gross proceeds of C$7,000,000 through the issuance 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 were paid to certain finders. The Offering is non-brokered with no warrants and is subject to the final acceptance of the TSX Venture Exchange.

Directors and officers of Gold Terra participated in the Offering and were issued an aggregate 300,000 Common Shares totaling C$36,000. 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 Company will use an amount equal to the gross proceeds 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. The Company will use the net proceeds from the sale of the Shares for general corporate purposes and for the upcoming drilling program.

All securities issued pursuant to the Offering are subject to a statutory hold period expiring four months and one day from the closing date of the Offering, being March 29, 2026.

Gerald Panneton, Chairman & CEO commented, "This oversubscribed financing shows strong support from our existing and new shareholders to expand our drilling program at the Con Mine Option property. The net proceeds from the Shares will be used for our upcoming drilling program scheduled to start in January 2026 on the southern extension of the prolific Campbell Shear target near surface and south of the Con Mine Option property. We look forward to advancing our exploration work with the objective of increasing our current mineral resource estimates in 2026."

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 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 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
gpanneton@goldterracorp.com

Mara Strazdins, Investor Relations
Phone: 1-778-897-1590 | 1-416-710-0646
strazdins@goldterracorp.com

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 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 regarding the expected use of proceeds from the Offering, the scheduled start of the drilling program in January 2026, the objective of increasing the Company's current mineral resource estimates in 2026 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.

SOURCE: Gold Terra Resource Corp

View the original press release on ACCESS Newswire

FAQ

How much did Gold Terra (YGTFF) raise in the November 28, 2025 private placement?

Gold Terra raised C$7.0 million through the issuance of common and flow‑through shares.

What shares were issued in Gold Terra's C$7.0M private placement (YGTFF)?

Gold Terra issued 15M common shares at C$0.10, 35M charitable FT shares at C$0.14, and 5M FT shares at C$0.12.

How will Gold Terra (YGTFF) use the net proceeds from the non‑flow‑through Shares?

Net proceeds from the non‑flow‑through Shares will fund general corporate purposes and the planned drilling program.

What are the timelines for flow‑through renunciation and expenditure for YGTFF subscribers?

The company will renounce qualifying expenditures effective Dec 31, 2025 and must incur those expenditures by Dec 31, 2026.

When do the securities issued to YGTFF investors become tradable?

All securities are subject to a statutory hold period expiring March 29, 2026 (four months and one day from closing).

Did company insiders participate in Gold Terra's (YGTFF) private placement?

Yes. Directors and officers purchased an aggregate of 300,000 common shares for C$36,000; this is a disclosed related‑party transaction.