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Gold Terra Closes Third and Final Tranche of Its LIFE Offering for Gross Proceeds of Approximately C$10.1 M

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Gold Terra Resource (OTCQB:YGTFF) closed the third and final tranche of its non-brokered LIFE offering, issuing 4,915,560 hard dollar common shares at C$0.18 for gross proceeds of C$884,800.80. Earlier tranches closed on July 24 and August 6, 2026, raised C$8,750,200.14 and C$446,665.86 respectively.

In total, Gold Terra raised aggregate gross proceeds of C$10,081,666.80 through 16,009,260 hard dollar shares, 10,000,000 flow-through shares and 20,000,000 charity flow-through shares. Finder’s fees totalled C$276,089.93. The non-brokered offering included no warrants and remains subject to final TSX Venture Exchange acceptance.

According to Gold Terra, net proceeds will fund general corporate purposes and two concurrent drilling programs at the Campbell Shear Zone 103N and Con Mine historical tailings on the Con Mine Option property under option from a Newmont subsidiary.

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Positive

  • C$10,081,666.80 total gross proceeds raised across three tranches
  • Issued 46,009,260 total new shares (HD, FT, CFT) to fund exploration
  • No warrants attached to the financing, limiting potential future warrant overhang
  • Two drilling programs funded on Campbell Shear Zone 103N and Con Mine tailings
  • Engaged Integrity Capital Group to support financing efforts
  • Finder’s fees limited to about C$276k on C$10.1M raised

Negative

  • Equity financing adds dilution through issuance of 46,009,260 new shares
  • Total finder’s fees of C$276,089.93 reduce net proceeds available
  • Offering remains subject to final TSX Venture Exchange acceptance

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / August 20, 2026 / Gold Terra Resource Corp. (TSX-V:YGT)(Frankfurt:TX0)(OTCQB:YGTFF) ("Gold Terra" or the "Company") is pleased to announce it has closed the third and final tranche of its previously announced non-brokered private placement (the "Offering") pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions and Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption with the issuance of 4,915,560 common shares of the Company (the "HD Shares") at an issue price of C$0.18 per HD Share for gross proceeds of C$884,800.80. The Company previously closed the first tranche of the Offering on July 24, 2026, for aggregate gross proceeds of C$8,750,200.14, and the second tranche of the Offering on August 6, 2026, for aggregate gross proceeds of C$446,665.86. To date, the Company has raised aggregate gross proceeds of C$10,081,666.80 through the issuance of 16,009,260 HD shares, 10,000,000 flow-through common shares ("FT Shares") and 20,000,000 charity flow-through common shares ("CFT Shares").

In connection with the third tranche, the Company paid finder's fees of C$44,340.05. In total, finders' fees of C$276,089.93 were paid to certain arm's length finders, in accordance with the policies of the TSX Venture Exchange (the "TSXV"). The Offering is non-brokered with no warrants and is subject to the final acceptance of the TSXV. Gold Terra engaged Integrity Capital Group Inc. to support its financing efforts.

The net proceeds from the Offering will be used for general corporate purposes and for two (2) drilling programs including:

  1. The northern extension of the Campbell Shear target Zone 103N which started on August 7, 2026, and

  2. The Con Mine historical on-site tailings, where a total of approximately 12 Mt of process ore residues were placed between 1938 and 2003, with drilling scheduled to start in September.

The two planned drill programs will run concurrently and are anticipated to confirm and add ounces of gold on the Con Mine Option property under option from a subsidiary of Newmont Corporation.

The Offered Securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This news release does not constitute an offer to acquire securities in any jurisdiction.

The technical information contained in this news release has been reviewed and approved by Joseph Campbell, a Qualified Person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, and Senior Technical Advisor for the Company.

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 largest major historic 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 Campbell Shear, where approximately 14 Moz of gold has been produced in the past, (refer to Gold Terra June 26, 2026 Technical Report) and most recently on the 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 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 | 604-689-1749 ext 102
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 Company's focus on increasing the current mineral resource estimate and delivering a Preliminary Economic Assessment by the end of 2026, being key steps toward demonstrating the project's future potential and creating long-term shareholder value, the drilling programs expecting to confirm and add ounces of gold, 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.sedarplus.ca.

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

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 all 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 for more information with respect to the key assumptions, parameters, methods and risks of determination associated with the foregoing.

SOURCE: Gold Terra Resource Corp.



View the original press release on ACCESS Newswire

FAQ

How much did Gold Terra Resource (YGTFF) raise in its August 2026 LIFE offering?

Gold Terra Resource raised total gross proceeds of C$10,081,666.80 in its LIFE offering. According to Gold Terra, this came from three tranches completed between July 24 and August 20, 2026, through hard dollar, flow-through, and charity flow-through share issuances.

What were the terms of the third and final tranche of Gold Terra’s YGTFF private placement?

The third tranche consisted of 4,915,560 common shares at C$0.18 per share for gross proceeds of C$884,800.80. According to Gold Terra, this non-brokered tranche carried no warrants and incurred C$44,340.05 in finder’s fees, subject to TSX Venture Exchange acceptance.

How many shares did Gold Terra Resource issue under the 2026 LIFE offering for YGTFF?

Gold Terra issued a total of 46,009,260 shares under the offering. According to Gold Terra, this included 16,009,260 hard dollar shares, 10,000,000 flow-through shares, and 20,000,000 charity flow-through shares across the three completed tranches.

What will Gold Terra (YGTFF) use the C$10.1 million offering proceeds for?

Gold Terra plans to use net proceeds for general corporate purposes and two drilling programs. According to Gold Terra, drilling will target the Campbell Shear Zone 103N and Con Mine historical tailings on the Con Mine Option property in the Yellowknife Project area.

When do Gold Terra’s new drilling programs funded by the YGTFF offering start?

Drilling on the Campbell Shear Zone 103N started on August 7, 2026, while Con Mine tailings drilling is scheduled for September. According to Gold Terra, both programs will run concurrently on the Con Mine Option property under option from a Newmont subsidiary.

Are there any warrants attached to Gold Terra Resource’s 2026 LIFE financing for YGTFF?

No, there are no warrants attached to this financing. According to Gold Terra, the offering is entirely non-brokered common share issuance, comprising hard dollar, flow-through, and charity flow-through shares, which may help limit additional potential future dilution from warrant exercises.

What finder’s fees did Gold Terra Resource pay on its August 2026 YGTFF offering?

Gold Terra paid total finder’s fees of C$276,089.93 across all tranches, including C$44,340.05 on the third tranche. According to Gold Terra, these fees were paid to certain arm’s length finders in line with TSX Venture Exchange policies.