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 3

Newmont will retain a 2% net smelter returns royalty (the "NSR") on minerals produced from the Con Mine Property. The NSR may be reduced by 50% by the Company paying Newmont the sum of C$10,000,000, for a period of two (2) years following the announcement of commercial production.

Back-in right

After Gold Terra exercises its option, Newmont will have a period of two (2) years to exercise its back-in right of a 51% participating interest in MNML and the Con Mine Property, which can be triggered by Gold Terra delineating a minimum of five (5) million ounces of gold in the measured and indicated mineral resource categories supported by a National Instrument NI 43-101 technical report. To be eligible to exercise the back-in right, Newmont will:

• Reimburse Gold Terra three times (3X) the amount of all of the expenditures incurred on the Con Mine Property from September 4, 2020,
• Refund to Gold Terra the C$8,000,000 cash payment,
• Payment of US$ 30 per ounce of gold for 51% of the total ounces reported in the technical report, and
• Assume 51% of the environmental liability, and its share of the posted bond.

If exercised, the back-in right is expected to be completed by a new joint venture led by Newmont. At such time, the 2% NSR would also be eliminated.

Foto: Accesswire

Figure 1: Con Mine Option Location

The Transaction will consolidate the Company's strategic land position in the prolific Yellowknife Gold Belt and provide potential future development optionality. The former Con Mine is a world-class gold deposit and part of the prolific Yellowknife mining camp where 6.1 M ounces of high-grade gold were recovered from the underground operation from both the Con Shear and Campbell Shear.

The acquisition of the Con Mine Property is part of the Company's strategy to add additional ounces to its current mineral resource estimate and compliments its current drilling program to delineate additional ounces from the Yellorex zone on the Campbell Shear. In addition, the Transaction will provide the Company with access to additional high potential gold zones, that were not included in the Company's previous Exploration Agreement with Newmont (see September 8, 2020 press release).

The Company believes that drilling could potentially delineate 1 to 1.5 M ounces on the overall Con Mine Property. The Con Mine was shut down in 2003 following multiple years of low gold prices. Historically, a total of 6.1 M ounces of high-grade gold were recovered from the underground Con Mine operation. Remaining historic mineral reserves based on a US$370/oz gold price at the Con Mine as of January 1, 2003, are shown in the following table: