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 - Seite 2

Transaction Highlights:

• The initial Exploration Agreement has been replaced and superseded by the Option Agreement to include all (100%) of MNML and the Con Mine Property.
• Gold Terra has agreed to incur a minimum of C$8.0 million in exploration expenditures over a period of four (4) years, which will include all exploration expenditures incurred to date under the initial Exploration Agreement.
• Gold Terra has spent approximately C$3.0 million in exploration expenditures to date.
• Gold Terra has also agreed to:
  • Complete a Pre-Feasibility Study (PFS) of a mineral resource and a minimum of 1.5 M oz in all categories,
  • Obtain all necessary regulatory approvals for the purchase and transfer of MNML's assets and liabilities to Gold Terra,
  • Post a cash bond to reflect the status of the Con Mine reclamation plan at the time of closing.

The closing of the Transaction will then be completed with Gold Terra making a final cash payment of C$8,000,000.

Potential Value to Shareholders:

Upon exercise of the option, Gold Terra shareholders would benefit in owning 100% of the Con Mine Property including the following:

• Mineral leases and overlying surface rights.
• Access to infrastructure, including underground openings and shafts, buildings, storage facilities and roads.
• Access to explore and potentially redevelop the remaining historic mineral reserves within the Con Mine Property (See Table 1 - Historic Mineral Reserves at Con Mine further in this press release).

Mr. Panneton further stated: "We see considerable efficiencies through the optionality to acquire all of MNML's assets which comprise multiple valuable mining assets including the 1,950-metres deep Robertson shaft, and 100% of the Campbell Shear which remains open to the south and at depth. Also, with this option we will be able to test some areas of the past-producing Con Mine that were left behind after closure in 2003 at a time of sustained low gold prices. These are included in the historical 2003 mineral reserves statement in addition to some mineral inventory that could amount to approximately one million ounces of gold. In combination with Gold Terra's existing inferred mineral resource estimate of 1.2 M oz north of Yellowknife, 100% ownership of the existing and potential high-grade deposit at and surrounding the Con Mine will better support a balanced operation in the future."