Gold Terra Announces C$1.5M Strategic Investment and Option Agreement with Newmont to Purchase 100% of Miramar Northern Mining’s Past Producing High-Grade Gold Con Mine, Yellowknife, NWT

VANCOUVER, BC / ACCESSWIRE / November 22, 2021 / Gold Terra Resource Corp. (TSX-V:YGT)(Frankfurt:TX0)(OTCQX:YGTFF) ("Gold Terra" or the "Company") is pleased to announce it has entered into a definitive option agreement (the "Option Agreement") with Newmont Canada FN Holdings ULC ("Newmont FN") and Miramar Northern Mining Ltd. ("MNML"), both wholly owned subsidiaries of Newmont Corporation ("Newmont"), which grants Gold Terra the option, upon meeting certain minimum requirements, to purchase MNML from Newmont FN (the "Transaction"), which includes 100% of all the assets, mineral leases, Crown mineral claims, and surface rights comprising the Con Mine, as well as the areas immediately adjacent to the Con Mine, as shown in Exhibit A (the "Con Mine Property").

Strategic Investment

The Company has also entered into a subscription agreement with Newmont to complete a strategic investment in the Company for gross proceeds of C$1.5 million (7,142,857 common shares of the Company at a price of C$0.21 per share), resulting in Newmont holding less than five percent (5%) of the issued and outstanding common shares of the Company. The proceeds from this investment are expected to be used primarily for exploration expenditures on the Con Mine Property. It is expected that the closing of the investment will occur on or about November 26, 2021, and is subject to the satisfaction of certain conditions, including receipt of acceptance of the TSX Venture Exchange

Option Agreement

The Option Agreement provides the Company with an option to purchase 100% of MNML, the owner of the past-producing high-grade gold Con Mine, which produced more than 6.1 Moz along the Campbell Shear structure. The Option Agreement will immediately replace and supersede the initial Exploration Agreement (the "Exploration Agreement") dated September 4, 2020 (as announced by the Company on September 8, 2020) and will allow Gold Terra to fully explore 100% of the Campbell Shear structure at the Con Mine and south of it.

Gerald Panneton, Executive Chairman of Gold Terra, commented, "This new Option Agreement to acquire 100% of MNML's Con Mine is a significant step for Gold Terra to increase our resource base with high-grade ounces along the prolific Campbell Shear structure and to add to our current inferred mineral resource, which currently stands at 1.21 M oz (March 16, 2021 News Release).We are pleased to have developed an excellent relationship with Newmont and welcome them as shareholders of Gold Terra, which illustrates commitment and support for the future. The additional land package along the Campbell Shear, and all the surface access assets and associated infrastructure will allow Gold Terra to accelerate its exploration strategy with the aim of adding a target of 2 M oz of high-grade resources base to sustain the development of the project in the future."