Gold Terra is Upsizing Its Private Placement from C$6.3 Million to C$7.0 Million

Rhea-AI Summary

Gold Terra (OTCQX:YGTFF) upsized a non-brokered private placement to C$7,000,000 after strong investor demand, increasing the issuance to 55 million common shares. The Offering consists of 15 million shares at C$0.10 (C$1,500,000), 35 million charitable flow-through shares at C$0.14 (C$4,900,000) and 5 million flow-through shares at C$0.12 (C$600,000).

Finder's fees total C$28,000. Closing is expected on or around November 28, 2025, subject to TSX Venture Exchange approval; securities carry a four-month hold. Flow-through proceeds will be renounced effective December 31, 2025 and qualifying exploration expenditures must be incurred by December 31, 2026.

Positive

• Gross proceeds of C$7,000,000
• Flow-through proceeds of C$5,500,000 earmarked for exploration
• Offering oversubscribed 10% after >40% demand

Negative

• Issuance of 55 million new common shares (dilutive)
• Closing subject to TSXV acceptance and conditions
• Finder's fees of C$28,000 payable on closing
• Securities subject to a four-month hold period

VANCOUVER, BC / ACCESS Newswire / 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 28^th, 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 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 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

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, once filed, 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

What did Gold Terra (YGTFF) announce on November 17, 2025 about its private placement?

Gold Terra upsized its non-brokered private placement to C$7,000,000, issuing 55 million shares across Shares, CFT Shares, and FT Shares.

How are the C$7,000,000 proceeds from Gold Terra's (YGTFF) offering allocated by share type?

Proceeds: 15M Shares at C$0.10 (C$1.5M), 35M CFT Shares at C$0.14 (C$4.9M), 5M FT Shares at C$0.12 (C$0.6M).

When is Gold Terra's (YGTFF) private placement expected to close and what approvals are required?

Closing is expected on or around November 28, 2025 and is subject to TSX Venture Exchange acceptance and customary conditions.

What are the timelines and restrictions on Gold Terra's (YGTFF) flow-through expenditures and renouncement?

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

Will Gold Terra (YGTFF) pay finder's fees and are there hold restrictions on the new shares?

Finder's fees totaling C$28,000 will be paid on closing; all securities are subject to a four-month hold from closing.