Magna Terra Announces Closing of Non-Brokered Private Placement

TORONTO, ON / ACCESSWIRE / December 11, 2023 / Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSXV:MTT) announces that it has closed its non-brokered private placement (see press releases dated September 22, 2023, October 5, 2023 and November 9, 2023) of gross proceeds totalling $324,869 (the "Offering"). The Company has issued 10,828,980 common shares at a price of $0.03 per share.

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 and other project expenses.

Insiders of the Company participated in the Offering by acquiring an aggregate of 7,178,980 common shares for aggregate proceeds of $215,369. 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; (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; and (iv) Gernot Wober, a director of the Company, has subscribed for 170,000 common shares at a price of $0.03 per common share.

Immediately after the closing of the Offering, (i) Signal Gold Inc. shall hold, directly and indirectly, 15,035,795 common shares of the Company (representing 18.7% 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 12.8% 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 2.7% 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 0.5% of the outstanding common shares of the Company) and 400,000 stock options of the Company.