Gold Terra Upsizes Private Placement to C$7.0 Million

11/17/2025 – 09:37 AM

VANCOUVER, BC – Gold Terra Resource Corp. (TSX-V:YGT)(Frankfurt:TX0)(OTCQX:YGTFF) announced an upsized non-brokered private placement, revealing a significant boost to its treasury amid strong investor confidence. Initial indications showed investor demand exceeding 40%, leading to a 10% oversubscription and a total gross proceed target of C$7,000,000. The company now plans to issue 55 million common shares, breaking down into three categories: 15 million common shares at C$0.10 each, 35 million charitable flow-through shares at C$0.14 each, and 5 million flow-through shares at C$0.12 each. The offering targets existing shareholders and insiders, aiming to solidify Gold Terra’s financial position for upcoming explorations.

The flow-through structure is a critical component of this financing strategy. By issuing flow-through shares, Gold Terra can transfer specific tax benefits related to exploration expenditures to investors. This mechanism allows the company to raise capital at a potentially lower cost, as investors are often willing to pay a premium for the tax advantages. The company intends to use the proceeds from the charitable and regular flow-through shares to fund “Canadian exploration expenses” that qualify as “flow-through mining expenditures,” with a deadline of December 31, 2026, for incurring these expenses and December 31, 2025, for renouncing them to subscribers.

This strategic move positions Gold Terra favorably in the competitive junior mining sector. The funds injection provides essential capital for advancing exploration at the Yellowknife Project (YP). The YP, encompassing 836 sq. km near Yellowknife, Northwest Territories, holds considerable promise, especially around the Campbell Shear, renowned for its historical gold production. The proximity to vital infrastructure offers a major logistical advantage. The company will also focus on Con Mine Option (CMO), the past producing Con Mine which produced 6.1 Moz between the Con, Rycon, and Campbell shear structures (1938-2003).

While the upsized placement is predominantly positive, the issuance of 55 million new common shares will lead to dilution for existing shareholders. Furthermore, the closing is subject to the TSX Venture Exchange’s acceptance and customary conditions, meaning the placement is not yet fully secured. A C$28,000 finder’s fee will be payable upon closing, and all securities will be subject to a four-month hold period, limiting immediate liquidity for investors. Despite these factors, the overall response to the financing indicates strong investor confidence in Gold Terra’s vision and exploration prospects.

Future Outlook: The success of this placement hinges on Gold Terra’s ability to execute its exploration plans effectively and efficiently. If the company can demonstrate significant mineralization and resource potential at the Yellowknife Project, particularly leveraging the flow-through expenditure structure, it could attract further investment and potentially de-risk the project. However, uncertainties in the regulatory environment, commodity price fluctuations, and unforeseen exploration challenges remain key risks for investors to consider.

The company’s updated strategy is expected to prioritize advanced drilling and resource definition to attract more investment, and transform Yellowknife into one of Canada’s leading gold mining regions.