Gold Terra Resource announces C$1.96 million non-brokered private placement

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VANCOUVER, BC /ACCESSWIRE/November 7, 2022/ Gold Terra Resource Corp. (TSX-V:YGT; Frankfurt:TX0; OTCQX:YGTFF) (“Gold Terra” or the “Company”) is pleased to announce the arrangement of a non-brokered private placement (the “Offering”) for a gross proceeds of $1,960,117 from the sale of (i) 6,020,585 flow-through shares of the Corporation (“FT Share”) at a price of $0.20 per FT Share and (ii) 4,725,000 common shares of the Corporation (“Common Shares”) at a price of $0.16 per Common Share.

Gérald Panneton, Chairman and CEO, noted that “These funds will enable Gold Terra to continue drilling on Newmont’s optioned Con Mine property in Yellowknife, Northwest Territories. This follows the release of our recently filed NI 43-101 Mineral Resource Update Report.

The gross proceeds from the sale of the shares of FT will be applied to expenses qualified as “Canadian exploration expenses” (“CEE”) and “flow-through mining expenses” within the meaning of the income tax law (Canada). The Company will waive these CEEs 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.

Directors and officers of Gold Terra are expected to participate in the placement and will receive a total of 600,000 common shares. Such participation in the Offer will constitute a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“61-101”). The Offer will be exempt from the formal valuation and minority shareholder approval requirements of 61-101 since neither the fair market value of the securities issued to related parties nor the consideration for such securities will exceed 25% of the market capitalization of the society. A material change report will be filed in connection with the participation of directors and officers in the Offer less than 21 days before the closing of the Offer, which the Company deems reasonable under the circumstances in order to be able to take advantage of potential financing and to complete the Offer as soon as possible.

A finder’s fee of 7% in cash will be payable to certain intermediaries in accordance with the policies of the TSX Venture Exchange.

The offering is expected to close on or about November 16, 2022 and is subject to receipt of all necessary regulatory approvals, including the TSX Venture Exchange. The shares of FT and the common shares of the Company will be subject to a hold period of four months and one day following the closing date of the offering in accordance with applicable securities laws.

The securities offered have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Gold Terra

Gold Terra’s primary exploration focus is the optional Con Mine property which is adjacent to the Yellowknife City Gold Project (YCG) encompassing 800 km2 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. Located less than 10 kilometers from the city of Yellowknife, the YCG is close to vital infrastructure including all-weather roads, air transportation, service providers, hydroelectric power and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell Shear, where 14 Moz of gold has been produced, and more recently on the optional Con Mine property, including the former producing Con Mine, which has produced over 6 Moz at a content of 15 to 20 g. /t (1938-2003).

The YCG sits on the prolific Yellowknife Greenstone Belt, spanning nearly 70 kilometers in strike length along the main mineralized shear system that hosts the former high-grade Con and Giant gold mines. The Company’s exploration programs have successfully identified significant areas of gold mineralization and multiple targets that remain to be tested, furthering the Company’s goal of re-establishing Yellowknife as one of the premier gold mining districts in the world. Canada.

Visit our website at www.goldterracorp.com.

For more information please contact:

Gerald Panneton, Chairman and CEO
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Mara Strazdins, Head of Investor Relations
Phone: 1-778-897-1590 | 604-689-1749 ext. 102
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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.

Caution Regarding Forward-Looking Information

Certain statements made and information contained in this press release constitute “forward-looking information” within the meaning of applicable securities laws (“forward-looking information“). Generally, such forward-looking information can, but not always, be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected “, “budget”, “planned”, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and expressions or statements that certain actions, events, conditions or results “will”, “may”, “might”, “would”, “could” or “will be taken”, “will occur” or “will be achieved” or their negative connotations.

All statements other than 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 actual results, level of activity, performance or Company’s achievements are materially different 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 Offer, the receipt of regulatory approvals, the use of the proceeds of the Offer, the future plans and intentions of the Company and the Company’s objective to re-establish Yellowknife as one of Canada’s premier gold mining districts.

There can be no assurance that such statements will prove to be accurate, as the actual results and future events of the Company could differ materially from those anticipated in such forward-looking information due to the factors discussed in the “Risk Factors” section of the Management’s Discussion and Analysis. and the Company’s most recent Annual Information Form are available under 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 cause results not to be those anticipated, estimated or planned. 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 assurance 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 inherent uncertainty therein. Except as required under applicable securities laws and regulations applicable to the Company, the Company neither intends nor undertakes any obligation to update such forward-looking information.

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