Gold Terra Resource Corp. Announces Overnight Marketed Public Offering of up to Approximately C$6 Million

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VANCOUVER, British Columbia, May 04, 2023 (GLOBE NEWSWIRE) -- Gold Terra Resource Corp. (TSX-V: YGT; Frankfurt: TX0; OTCQX: YGTFF) (“Gold Terra” or the “Company”) has announced today that it has entered into an agreement with by BMO Capital Markets, as lead underwriter and on behalf of a syndicate of underwriters to be formed, under which the underwriters have agreed to sell on a “best efforts” overnight marketed offering basis, a combination of common shares (the “Common Shares”) and flow-through common shares (the “Flow-Through Common Shares”) to provide the Company with gross proceeds of up to approximately C$6 million (the “Offering”). The Common Shares will be offered at a price of C$0.10 per share and the Flow-Through Common Shares will be offered at a price of C$0.115 per share. The number of Common Shares and Flow-Through Common Shares to be sold will be determined in the course of marketing. The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to sell Common Shares equal to up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about May 16, 2023 and is subject to Gold Terra receiving all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.

The net proceeds from the sale of the Common Shares will be used to advance exploration at the Company’s Yellowknife Project (YP), including the Con Mine Option property (CMO), for working capital, and for general corporate purposes.

The gross proceeds from the sale of the Flow-Through Common Shares will be used for expenditures which qualify as “Canadian exploration expenses” (“CEE”) and “flow-through mining expenditures” both within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE with an effective date of no later than December 31, 2023.

The Company intends to file a prospectus supplement (the “Supplement” and, together with the Preliminary Supplement, the “Supplements”) to its short form base shelf prospectus dated February 24, 2023 (the “Base Shelf Prospectus”) on or about May 9, 2023. The Supplements will be filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec. The Common Shares may also be offered by way of private placement in the United States.