Gold Terra announces the closure of

Not for distribution to US news services or broadcast in the United States.tests

VANCOUVER, BC / ACCESSWIRE / November 22, 2022 / Gold Terra Resource Corp. (TSX-V:YGT; Frankfurt:TX0; OTC QX:YGTFF) (“Gold Terra” or the “Company”) is pleased to announce the closing of the non-brokered private placement (the “Offering”) first announced on November 7, 2022 and then increased on November 16, 2022 by gross proceeds of $3,782,717 from the sale of 12,055,585 continuing shares of the Company (“FT Share”) at a price of $0.20 per FT Share and the sale of 8,572,500 common shares of the Company (“Common Shares”) at a price of $0.16 per Common Share.

The gross proceeds from the sale of FT Shares will be used for expenses that qualify as “Canadian Exploration Expenses” (“CEE”) and “Continuous Stream Mining Expenses”, both within the meaning of the Law on Income Tax (Canada). The Company will relinquish such EWC with an effective date no later than December 31, 2022. The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.

Gerald Panneton, Chairman and Chief Executive Officer, commented: “We are pleased to have completed a successful financing with the support of existing shareholders and new shareholders. This financing enables the company to have a substantial winter drill program on the Con Mine option property. The program will focus on the Campbell shear ore lenses identified south of the Con mine and reported in our latest updated September 2022 mineral resource estimate (see September 7, 2022 Press release). The Campbell shear remains untested and open in many directions south of the Con mine, which has previously produced 5.1 Moz with an average gold grade of 16 g/t”.

The directors and officers of Gold Terra participated in the Offering and a total of 600,000 Common Shares were issued. Said participation in the Offer constitutes a “transaction between related parties” as defined in Multilateral Instrument 61-101 – Protection of Minority Holders of Securities in Special Transactions (“61-101”). The Offer is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of the securities issued to related parties nor the consideration for such securities exceeds 25% of the capitalization of Company market. The Company did not file a material change report 21 days prior to the closing of the Offering as the participation of Company insiders in the Offering had not been confirmed at that time.

The 7% cash finder’s fee totaling $144,872 was paid to certain finders. All securities are subject to a four month hold period expiring on March 22, 2023.

The offered securities have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale is illegal.

About Gold Terra

Gold Terra’s primary exploration focus is the Con Mine Option Property, which is adjacent to the Yellowknife City Gold (YCG) project, which encompasses 800 square kilometers of contiguous land immediately north, south and east of the city of Yellowknife in the Territories from the Northwest. Through a series of acquisitions, Gold Terra controls one of the six major high-grade gold camps in Canada. Being within 10 kilometers of the city of Yellowknife, the YCG is close to vital infrastructure, including year-round highways, air transportation, service providers, hydroelectric power, and skilled merchants. Gold Terra is currently focusing its drilling on the prolific Campbell shear, which has produced 14 Moz of gold, and more recently on the Con Mine option property, including the former producing Con Mine, which produced over 6 Moz at a grade from 15 to 20 g. /t (1938-2003).

The YCG is located in the prolific Yellowknife greenstone belt, which covers nearly 70 kilometers of strike length along the main mineralized shear system that hosts the formerly producing high-grade Con and Giant gold mines. The Company’s exploration programs have successfully identified significant zones of gold mineralization and multiple targets that remain to be tested, furthering the Company’s goal of re-establishing Yellowknife as one of Canada’s premier gold mining districts.

Visit our website at www.goldterracorp.com.

For more information, contact:

Gerald Panneton, Chairman and CEO
[email protected]

Mara Strazdins, Investor Relations Manager
Phone: 1-778-897-1590 | 604-689-1749 extension 102
[email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

Certain statements made and information contained in this press release constitute “forward-looking information” within the meaning of applicable securities law (“forward-looking information”).forward looking information“). This forward-looking information can generally, but not always, be identified through the use of forward-looking terminology such as “plans,” “expects” or “does not expect,” “expected,” “budget,” “scheduled,” “estimated,” “, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events, conditions or results “will”, “may”, “could”, “would”, “could” or “will” or “will” or “will” or the negative connotations thereof.

All statements that are not statements of historical fact may be forward-looking information. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to differ materially from those expressed. or implied by such forward-looking information. In particular, this press release contains forward-looking information regarding the timing of the closing of the Offering, the receipt of regulatory approvals, the use of proceeds from the Offering, the Company’s future plans and intentions, and the Company’s objective of re-establish Yellowknife as one of Canada’s leading gold mining districts.

There can be no guarantee that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed in the “Risk Factors” section in the The company’s most recent MD&A and annual information form is available on the company’s profile at www.sedar.com.

Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that would cause results not to be as anticipated, estimated or anticipated. The forward-looking information contained in this press release is based on information available to the Company as of the date of this press release. There can be no guarantee that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All forward-looking information contained in this press release is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the uncertainty inherent therein. Except as required by law and securities regulations applicable to the Company, the Company does not intend and does not undertake any obligation to update this forward-looking information.

FONT: Gold Terra Resources Corporation

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