NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / July 6, 2026 / Gold Terra Resource Corp. (TSXV:YGT)(Frankfurt:TX0)(OTCQX:YGTFF) ("Gold Terra" or the "Company") is pleased to announce a non-brokered private placement under the Listed Issuer Financing Exemption (defined below) (the "Offering"), including significant participation from strategic shareholder, David Harquail. The Offering is expected to consist of 20 million common shares of the Company (the "HD Shares") at an issue price of C$0.18 per HD Share for gross proceeds of C$3,600,000, 20 million charity flow-through common shares of the Company (the "CFT Shares") at an issue price of C$0.25 per CFT Share for gross proceeds of C$5,000,000 and 5 million flow-through common shares of the Company (the "FT Shares") at an issue price of C$0.22 per FT Share for gross proceeds of C$1,100,000. 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")). The HD Shares, the CFT Shares and the FT Shares are collectively referred to herein as the "Offered Securities".
The Offering is non-brokered with no warrants, is expected to close on or around July 24, 2026 and is subject to certain conditions, including the acceptance of the TSX Venture Exchange. Notwithstanding the foregoing, the closing must occur no later than the 45th day following the date of this news release.
The net proceeds from the Offering will be used for general corporate purposes and for the drilling program currently scheduled to start in July / August 2026. There will be two planned programs run concurrently which are anticipated to confirm and add ounces of gold, both on the Con Mine Option property, under option from a subsidiary of Newmont Corporation, as follows:
The northern extension of the Campbell Shear target, or zone 103 N where the Company's most recent Inferred Mineral Resource Estimate has outlined 595,000 Inferred ounces within 5.1 million tonnes grading 3.64 g/t between 600m and 900m below surface (see the Company's technical report entitled "NI 43-101 Technical Report Yellowknife Project, Yellowknife, Northwest Territories, Canada" with an effective date of April 30, 2026), and
The Con Mine historical on-site tailings, where a total of approximately 12 Mt of process ore residues were placed between 1938 and 2003. As past production was recorded with grades averaging up to 24 g/t gold, and average recoveries between 88% and 93.5%, the Company believes that the historical tailings could contain gold with an average of between 1 and 2 g/t gold. The program will be testing the Upper Pud and Middle Pud tailings areas currently planned to start in August 2026 with an initial pattern of 50m x 50m. The Company also believes that, since a gravity circuit was only installed in the late 1980s with Nerco, that some residual coarse gold could be present in the lower levels of the historical tailings.
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, 2027, and will renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Shares and the FT Shares effective December 31, 2026.
Gold Terra has engaged Integrity Capital Group Inc. to support its efforts. For further information, please contact the ECM Integrity Capital Group team at ecm@integritycapitalgrp.com. In connection with the Offering, the Company may pay cash finder's fees to certain eligible arm's length parties, all in accordance with the policies of the TSXV and applicable securities laws.
The Offered Securities will be offered for sale by way of private placement pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions and Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption") in each of the provinces of Canada, other than Quebec. The Offered Securities may also be offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided that no prospectus, registration statement or similar document is required to be filed or no ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.
The Offered Securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This news release does not constitute an offer to acquire securities in any jurisdiction.
There is an offering document with respect to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.goldterracorp.com. Purchasers of the Offered Securities will have the benefit of the offering document and the rights provided under the Listed Issuer Financing Exemption. Prospective investors should read this offering document before making an investment decision. As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Offered Securities will not be subject to a hold period under applicable Canadian securities laws.
The technical information contained in this news release has been reviewed and approved by Joseph Campbell, a Qualified Person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, and Senior Technical Advisor for the Company.
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 largest major historic 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 Campbell Shear, where approximately 14 Moz of gold has been produced in the past, (refer to Gold Terra June 26, 2026 Technical Report) and most recently on the 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).
The YP and CMO properties lie on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that hosts the former-producing high-grade Con and Giant gold mines. The Company's exploration programs have successfully identified zones of gold mineralization and multiple targets that remain to be tested which reinforces the Company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.
Visit our website at www.goldterracorp.com.
For more information, please contact:
Gerald Panneton, Chairman & CEO
gpanneton@goldterracorp.com
Mara Strazdins, Investor Relations
Phone: 1-778-897-1590 | 604-689-1749 ext 102
strazdins@goldterracorp.com
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 news release constitute "forward-looking information" within the meaning of applicable securities legislation ("forward-looking information"). Generally, this forward-looking information can, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "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", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof.
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 the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. In particular, this news release contains forward-looking information regarding the expected closing date of the Offering and use of proceeds from the Offering, the drilling programs expecting to confirm and add ounces of gold, the Company's belief that the historical tailings at the Con Mine could contain gold with an average of between 1 and 2 g/t gold and that some residual coarse gold could be present in the lower levels of the historical tailings, and the Company's objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.
There can be no assurance 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 Company's most recent MD&A and annual information form available under the Company's profile at www.sedarplus.ca.
Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The forward-looking information contained in this news release is based on information available to the Company as of the date of this news 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 of the forward-looking information contained in this news release is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. Except as required under applicable securities legislation and regulations applicable to the Company, the Company does not intend, and does not assume any obligation, to update this forward-looking information.
Information Concerning Estimates of Mineral Resources
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Therefore, investors are cautioned not to assume that all or any part of an Inferred Mineral Resource could ever be mined economically. It cannot be assumed that all or any part of "Measured Mineral Resources," "Indicated Mineral Resources," or "Inferred Mineral Resources" will ever be upgraded to a higher category. The Mineral Resource estimates contained herein may be subject to legal, political, environmental or other risks that could materially affect the potential development of such mineral resources. Refer to the Technical Report for more information with respect to the key assumptions, parameters, methods and risks of determination associated with the foregoing.
SOURCE: Gold Terra Resource Corp.
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