Magna Terra Announces Second Closing of Non-Brokered Private Placement

TORONTO, ON / ACCESSWIRE / November 9, 2023 / Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSXV:MTT) is pleased to announce that it has completed a second closing of its non-brokered private placement (see press releases dated September 22, 2023 and October 5, 2023) of gross proceeds totalling $80,100, bringing the total proceeds received to date to $324,869.

The full private placement of gross proceeds up to $600,000 (the "Offering") will consist of an issuance of common shares of the Company at a price of $0.03 per share for a total issuance of up to 20,000,000 common shares.

The gross proceeds of the Offering will be used to incur expenditures on the Company's properties. Below is a summary of the major categories applied to the gross proceeds as required by the policies of the TSX Venture Exchange, in addition to working capital requirements:

• 25% - Geophysical surveys;
• 15% - Geological and geochemical surveys;
• 13% - Mineral Resource update;
• Not more than 10% - Investor relations and strategic advisory work; and,
• The balance will be applied to working capital, finder's fees, and other project expenses.

In this second closing, the Company has issued 2,670,000 shares at a price of $0.03 per share and has now issued a total of 10,828,980 shares at a price of $0.03 per share in relation to the Offering. Gernot Wober, a director of the Company, participated in the second closing by acquiring 170,000 common shares for aggregate proceeds of $5,100. Insiders of the Company participated in the first closing by acquiring an aggregate of 7,008,980 common shares for aggregate proceeds of $210,269. More specifically, (i) Signal Gold Inc. has subscribed for 2,542,313 common shares at a price of $0.03 per common share; (ii) Lew Lawrick, the Chief Executive Officer and a director of the Company, has subscribed for 2,800,000 common shares at a price of $0.03 per common share; and (iii) Bill Francis, the Chief Financial Officer of the Company, has subscribed for 1,666,667 common shares at a price of $0.03 per common share.

Immediately after the closing of the Offering, and assuming the completion of a maximum Offering, (i) Signal Gold Inc. shall hold, directly and indirectly, 15,035,795 common shares of the Company (representing 16.3% of the outstanding common shares of the Company); (ii) Mr. Lawrick shall hold, directly and indirectly, or exercise control over 10,286,309 common shares (representing 11.2% of the outstanding common shares of the Company), 1,300,000 common share purchase warrants and 1,071,429 stock options of the Company; (iii) Mr. Francis shall hold, directly and indirectly, or exercise control over 2,206,667 common shares (representing 2.4% of the outstanding common shares of the Company), 250,000 common share purchase warrants and 600,000 stock options of the Company; and (iv) Mr. Wober shall hold, directly and indirectly, or exercise control over 395,000 common shares (representing 0.4% of the outstanding common shares of the Company) and 400,000 stock options of the Company.