Gold Terra announces C$4.4M funding package with Osisko Gold support

Gold Terra Resource announced a non-brokered financing of C$2,400,000 consisting of hard dollar and charitable flow-through. The Company expects to raise gross proceeds of C$1,000,000 from the issuance of 20,000,000 common shares of the Company at an issue price of $0.05 per Share, and gross proceeds of C$1,400,000 from the issuance of 20,000,000 charitable flow-through common shares of the Company at an issue price of $0.07 per CFT Share. The CFT Shares will qualify as “flow-through” shares (within the meaning of subsection 66(15) of the Income Tax Act . In addition to the closing of the Financing of C$2,400,000, Osisko Gold (OR) Royalties Ltd has elected to early exercise the first tranche of its royalty option for a 2% NSR royalty on Gold Terra’s Yellowknife Property in exchange for a cash payment of C$2,000,000. Gold Terra’s cash balance will then increase to C$4,400,000 less some finders’ fees. The Financing is expected to close on or about April 11, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange. Insiders of Gold Terra are expected to participate in the Financing by purchasing an aggregate of 2,160,000 Shares. Such participation in the Financing constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Financing 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 exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to closing of the Financing as the participation of insiders of the Company in the Financing had not been confirmed at that time. All securities are subject to a four-month hold period from the date of closing.