Overview

Con Mine Option Property

In November 2021, Gold Terra entered into an Option Agreement with Newmont to Purchase 100% of Miramar Northern Mining's Past Producing High-Grade Gold Con Mine at Yellowknife, NWT (see November 22 press release for full details). On September 9, 2024, Gold Terra announced a 2-year extension on the Option Agreement with Newmont to November 21st, 2027 to purchase 100% of the past producing Con Mine (see September 9 press release for full details).

The former Con Mine is a world-class gold deposit and part of the prolific Yellowknife mining camp where 6.1 M ounces of high-grade gold were recovered from the underground operation from both the Con Shear and Campbell Shear. The Con Mine Option Property has added to the Company’s large land holdings a key piece of ground with excellent potential along the Campbell Shear to add high-grade gold resources.

The Con Mine Option Property includes mineral leases and overlying surface rights; access to infrastructure, including the original C-1 shaft opening, and the deep Robertson shaft (1,950 metres) with a 2,000-ton-per-day capacity for future underground exploration and mining; surface infrastructure including a large 10,000-square-foot warehouse and dry storage; surface vehicles; and a $10 million water treatment plant recently built in 2015, buildings, storage facilities and roads as well as access to explore and potentially redevelop the remaining historic mineral reserves within the Con Mine Property. The Con mine reclamation is near completion.

The Con Mine Option Property is located beside the City of Yellowknife and adjacent to the Company's 100% owned Yellowknife City Gold Project in the Northwest Territories.

Initial Mineral Resource Estimate

On September 7, 2022, the Company announced an initial Mineral Resource Estimate ("MRE") of:

• Underground Indicated Mineral Resource of 0.45million tonnes averaging 7.55 g/t for 109,000 ounces of contained gold
• Underground Inferred Mineral Resource of 2.0 million tonnes averaging 6.74 g/t for 432,000 ounces of contained gold

This initial Con Mine Option Property MRE incorporates a total of 41 diamond drill holes totalling 21,019 metres, completed by Gold Terra from September 2020 to June 2022 and all existing historic holes drilled before 2003, as interpreted by Gold Terra. The Yellorex Indicated resource was drilled on 25 to 50-metre spacing, between surface and 300 metres, and remains open at depth. The Mineral Resource Estimate on the Con Mine Option Property includes three gold deposits - Yellorex Main, Yellorex North, and Kam Point.

Mineral Resource Estimate – Con Mine Option Property (Effective date of September 2, 2022)

1. The current Indicated and Inferred mineral resource was estimated by Allan Armitage, Ph.D., P. Geo., ("Armitage" or the "Author") of SGS Geological Services. Armitage is an independent Qualified Person as defined by NI 43-101 and is responsible for the MRE. The effective date of the mineral resource estimate is September 2, 2022.
2. Armitage conducted a site visit to the Property on August 15, 2022.
3. The classification of the current Mineral Resource Estimate into Inferred is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves
4. All figures are rounded to reflect the relative accuracy of the estimate.
5. All Resources are presented undiluted and in situ, constrained by 3D wireframe models within broader shear zone models, and are considered to have reasonable prospects for eventual economic extraction.
6. Mineral resources which are not mineral reserves do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to a Measured and Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
7. Resource modelling, based on historic and recent drilling, was completed by Gold Terra geologists and reviewed by Armitage. Minor revisions were made based on the review.
8. It is envisioned that the Yellorex-Kam (Campbell Shear) deposits may be mined using lower cost underground bulk mining methods. A selected base case cut-off grade of 3.5 g/t Au is used to determine the underground mineral resource.
9. Values in this table reported above and below the base case cut-off grade should not be misconstrued with a Mineral Resource Statement. The values are only presented to show the sensitivity of the block model estimates to the selection of cut-off grade.
10. High grade capping was done on 1.0 m composite data. A capping value of 28 g/t Au was applied.
11. A Specific gravity value of 2.80 was determined based on physical specific gravity test work from other similar deposits on the Property.
12. Gold was estimated for the Yellorex-Kam deposits using the the inverse distance cubed (ID3) interpolation method. Blocks within each mineralized domain were interpolated using only composites assigned to that domain.
13. The base case cut-off grade is based on a gold price of US$1,750 per ounce, a gold recovery of 92%, processing and G&A cost of $US63.00 per tonne milled, and a mining cost of $US98.00 for underground. The cut-off grade should be re-evaluated in light of future prevailing market conditions (metal prices, exchange rates, mining costs etc.).
14. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues
15. Armitage is not aware of any known mining, processing, metallurgical, environmental, infrastructure, economic, permitting, legal, title, taxation, socio-political, or marketing issues, or any other relevant factors that could materially affect the current MRE.

The full mineral resource tables and details on this MRE can be viewed on the Company’s news release of September 7, 2022. The Technical Report titled “October 21, 2022 technical report, titled "Initial Mineral Resource Estimate for the CMO Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada" with an effective date of September 2, 2022, ,by Allan Armitage (Qualified Person) from SGS Geological Services is available on our web site at www.goldterracorp.com and can be accessed on SEDAR at www.sedar.com.

This MRE on the Con Mine Option Property demonstrates the success and progress of Gold Terra's drilling programs toward satisfying the minimum 1.5 million ounces of gold requirement in all resource categories, under the option agreement with subsidiaries of Newmont Corporation.

Con Mine Option Agreement Highlights:

• The initial exploration agreement has been replaced and superseded by the option agreement to include all (100%) of MNML and the Con Mine property.
• Gold Terra has agreed to incur a minimum of $8 million in exploration expenditures over a period of four years, which will include all exploration expenditures incurred to date under the initial exploration agreement.
• Gold Terra and Newmont agreed that Gold Terra spent approximately $3.2 million in exploration expenditures to October 31, 2021.
• Gold Terra has also agreed to:
  • Complete a prefeasibility study (PFS) with a minimum of 1.5 million ounces in all mineral resource categories;
  • Obtain all necessary regulatory approvals for the purchase and transfer of MNML's assets and liabilities to Gold Terra; and
  • Post a cash bond to reflect the status of the Con mine reclamation plan at the time of closing.

The closing of the Con Mine Option Property will then be completed with Gold Terra making a final cash payment of $8 million.

Newmont will retain a 2% net smelter returns royalty (“NSR”) on minerals produced from the Con Mine property. The NSR may be reduced by 50% by the Company paying Newmont the sum of $10 million, for a period of two years following the announcement of commercial production.

After Gold Terra exercises its option, Newmont will have a period of two years to exercise its one time back-in right of a 51% participating interest in MNML and the Con mine property, which can be triggered by Gold Terra delineating a minimum of 5 million ounces of gold in the Measured and Indicated mineral resource categories supported by a National Instrument 43-101 Technical Report. To be eligible to exercise the back-in right, Newmont will:

• Reimburse Gold Terra three times (3x) the amount of all of the expenditures incurred on the Con mine property from September 4, 2020;
• Refund to Gold Terra the $8 million cash payment;
• Payment of US$30 per ounce of gold for 51% of the total ounces reported in the Technical Report; and
• Assume 51% of the environmental liability and its share of the posted bond.

If exercised, the back-in right is expected to be completed by a new joint venture led by Newmont. At such time, the 2% NSR would also be eliminated.

Con Mine History

Gold production at the Con mine started in 1938 after the discovery of a large group of veins associated with a wide shear zone. The mine was owned and operated by Cominco Ltd. from 1939 to 1986. The Campbell Shear was discovered in 1946 by Neil Campbell and brought into production in 1956, and all production after 1963 came from this very rich zone. In 1977, the Robertson shaft was sunk to access new reserves to a depth of 6,400 feet (1,950 metres) or more. In 1986, Cominco sold the Con mine to Nerco Minerals Co. Ltd., which subsequently modernized the underground operation with mechanized machinery. In 1993, Nerco sold the mine to MNML, which continued production and then closed the operation in 2003 at a time when the price of gold was at around US$370 per ounce, which was too low and not profitable to continue production. As such, historic unmined reserves remain in the mine property along with other unexplored high-potential areas.

Historical Mineral Resource and Mineral Reserve Estimation – Con Min

This mineral reserves and mineral resources presented in Table 1 are considered historical in nature. The 2002 mineral reserves and mineral resources were not prepared and disclosed in compliance with all current disclosure requirements for mineral resources or reserves set out in the NI 43-101 Standards of Disclosure for Mineral Projects (2016). A qualified person has not done sufficient work to classify the historical mineral reserves and mineral resources as current mineral reserves or mineral resources and Gold Terra is not treating the historical mineral reserves and mineral resources as current mineral reserves and mineral resources.

Subsequent to the December 31, 2002, historical mineral reserves and mineral resources on the Con Mine, Miramar Mining Corporation produced an additional 44,687 ounces of gold from 124,383 tonnes at a grade of 11.17 g/t before shutting down in 2003 (Miramar Mining Corporation Annual Report 2003, posted on SEDAR under Miramar’s profile).

Table 1 - Con Mine Historical Mineral Resources and Reserves as of December 31, 2002 (Miramar Mining Corporation Annual Report 2002):

Please see the October 21, 2022 technical report, titled "Initial Mineral Resource Estimate for the CMO Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada" with an effective date of September 2, 2022 which can be found on the Company's website at https://www.goldterracorp.com and on SEDAR at www.sedar.com.