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

Mr. Lawrick and Mr. Wober, directors of the Company, have disclosed their interests 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 and Mr. Wober. Mr. Lawrick and Mr. Wober 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 third and final closing will occur on or before November 29, 2023. The Private Placement is subject to approval by the TSX Venture Exchange.

Payment for Hawkins Love Exploration Option Agreement

Under the amended terms of the Hawkins Love Option Agreement (refer to the press release dated December 22, 2022), the Company can earn a 100% interest in the Hawkins Love Property by paying the Optionors a total of $400,000 in cash and/or consideration shares and 300,000 common shares of the Company, over a five-year period ending November 7, 2025. The Company has issued 150,000 common shares of the Company to settle one of the third anniversary payments.