Terra Balcanica Announces Private Placement Financing

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Vancouver, British Columbia, May 17, 2024 (GLOBE NEWSWIRE) -- Terra Balcanica Resources Corp. (“Terra” or the “Company”) (CSE:TERA; FRA:UB1) is pleased to announce the intent to complete a non-brokered private placement (the “Private Placement”) for gross proceeds of up to C$600,000 through the issuance of up to 6,000,000 units (each a “Unit”) at a purchase price of C$0.10 per Unit. Each Unit will be comprised of one common share in the capital of the Company (“Common Share”) and a Common Share purchase warrant (“Warrant”) to purchase an additional one common share of the Company (“Warrant Share”) at an exercise price of C$0.15 per Warrant Share for a period of 36 months from the closing date of the Private Placement (the “Closing Date”).

The Units will be offered by way of prospectus exemptions in Canada, in the United States pursuant to available exemptions from the registration requirements and in certain jurisdictions outside of Canada and the United States, as determined by the Company. The Common Shares, Warrants and Warrant Shares, if issued within four months of the Closing Date, will be subject to a hold period of four months plus one day from the Closing Date in accordance with applicable Canadian securities laws. The Closing Date is expected to occur on or before June 14^th, 2024, subject to regulatory approvals, including the approval of the Canadian Securities Exchange and certain other customary conditions including, but not limited to, execution of subscription agreements between the Company and the subscribers. In certain circumstances, the Company may pay finder’s fees in cash and warrants on a portion of the Private Placement. The Company intends to use the proceeds of the Private Placement for land holding costs, project payments, to continue drilling the Company’s portfolio of mineral exploration properties in the western Balkans and for general corporate and working capital purposes.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.