Gold Terra is Upsizing Its Private Placement from C$6.3 Million to C$7.0 Million

VANCOUVER, BC / ACCESS Newswire / November 17, 2025 / Gold Terra Resource Corp. (TSX-V:YGT)(Frankfurt:TX0)(OTCQX:YGTFF) ("Gold Terra" or the "Company") is pleased to announce that the Company's previously announced non-brokered private placement (see news release dated November 12, 2025) has received strong investor demand of more than 40%, and will be oversubscribed by 10% for total gross proceeds of C$7,000,000. The Company was originally contemplating issuing an aggregate of 50 million common shares, however, will now be issuing 55 million common shares, consisting of 15 million common shares of the Company (the "Shares") at an issue price of C$0.10 per Share for gross proceeds of C$1,500,000, 35 million charitable flow-through common shares of the Company (the "CFT Shares") at an issue price of C$0.14 per CFT Share for gross proceeds of C$4,900,000, and 5 million flow-through common shares of the Company (the "FT Shares") at an issue price of C$0.12 per FT Share for gross proceeds of C$600,000 with some existing shareholders and insiders (together, the "Offering"). The CFT Shares and the FT Shares will qualify as "flow-through" shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act").

Finder's fees totaling C$28,000 will be paid to certain finders upon closing. The Offering is non-brokered with no warrants and the Offering is expected to be closed on or around November 28^th, 2025 and is subject to certain conditions including the acceptance of the TSX Venture Exchange. All securities are subject to a four-month hold period from the date of closing.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the CFT Shares and the FT Shares to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Tax Act (the "Qualifying Expenditures") on or before December 31, 2026, and will renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Shares and the FT Shares effective December 31, 2025.

About Gold Terra

The Yellowknife Project (YP) encompasses 836 sq. km of contiguous land immediately north, south and east of the City of Yellowknife in the Northwest Territories. Through a series of acquisitions, Gold Terra controls one of the six major high-grade gold camps in Canada. Being within 10 kilometres of the City of Yellowknife, the YP is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric power, and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell Shear, where approximately 14 Moz of gold has been produced, (refer to Gold Terra Oct 21, 2022, Technical Report) and most recently on the Con Mine Option (CMO) property claims immediately south of the past producing Con Mine which produced 6.1 Moz between the Con, Rycon, and Campbell shear structures (1938-2003).