Magna Terra Announces Initial Closing of Non-Brokered Private Placement - Seite 2

Mr. Lawrick, a director of the Company, has disclosed his interest to the Board of the Directors of the Company pursuant to Section 120 of the Canada Business Corporations Act to the effect that he may participate in the private placement and subscribe to the common shares. The terms of the Offering and the agreements relating thereto were submitted to and unanimously approved by way of a resolution adopted by all the directors of the Company other than Mr. Lawrick. Mr. Lawrick did not vote on the resolution to approve the private placement and the agreements relating thereto. The remaining directors determined that the private placement was in the best interest of the Company.

Each of the insiders is considered a "related party" and an "insider" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of common shares to each of the insiders constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as (i) the Company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; (ii) neither the fair market value of the common shares to be distributed in the Offering nor the consideration to be received by the Company for the common shares, insofar as insider participation is concerned, exceeds $2,500,000; and (iii) the Company has received the approval of the Offering from at least two-thirds of its independent directors in respect of the Offering.

In connection with the Private Placement, the Company may pay finder's fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to a regulatory four-month and one-day hold period. It is anticipated that a second and final closing will occur on or before October 25, 2023. The Private Placement is subject to approval by the TSX Venture Exchange.

Payments for Exploration Option Agreements
Under the amended terms of the Marigold option agreement, the Company can earn a 100% interest in the Marigold Property (Cape Spencer Project) by paying the Optionor a total of $175,000 in cash and/or consideration shares and 1,075,000 common shares of the Company, over a five-year period ending August 15, 2025 (refer to the press release dated September 27, 2023). The Company has issued 1,075,000 common shares of the Company to settle the third-anniversary payment.