$YGTFF $YGT.V Gold Terra Announces Funding Package of C$4,400,000 with support from Osisko Gold Royalties
https://www.accessnewswire.com/newsroom/en/me...ro-1007288
VANCOUVER, BC / ACCESS Newswire / March 31, 2025 / Gold Terra Resource Corp. (TSX-V:YG)(Frankfurt:TX0)(OTCQB:YGTFF) ("Gold Terra" or the "Company"
is pleased to announce a non-brokered financing of C$2,400,000 consisting of hard dollar and charitable flow-through (together the "Financing" . The Company expects to raise gross proceeds of C$1,000,000 from the issuance of 20,000,000 common shares of the Company (the "Shares" 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 (the "CFT Shares" 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 (Canada)).
In addition to the closing of the Financing of C$2,400,000, Osisko Gold 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 ("61-101" . 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.
The Company will use an amount equal to the gross proceeds from the sale of CFT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures" related to the Company's projects in the Northwest Territories, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Shares effective December 31, 2025.
Gerald Panneton, Chairman & CEO commented, "We are pleased to offer this opportunity to investors to participate in this proposed financing for a total of C$2,400,000 and thank the continued support of existing shareholders such as Eric Sprott, and Ingalls Snyder, and many others. Moreover, concurrent with this financing, the decision by Osisko Gold Royalties to early exercise its first 2% NSR, is a huge endorsement of our strategy of advancing our high-grade gold assets in the Northwest Territories towards potential production. The proceeds raised will allow us to continue our drilling program on the Con Mine Option property. The former Con Mine produced 5.1 Moz of gold at an average grade of 16 g/t and was historically one of the richest high-grade gold mines in Canada."
The current drill program at the Con Mine is aimed at increasing our current Indicated and Inferred resource (MRE October 2022) near surface and south of the Con Mine, targeting the prolific Campbell Shear structure which produced 14 Moz of gold at an average grade of 16-22 g/t Au. The current drilling is targeting below the existing underground workings, where the potential exists to add significant free milling high grade ore. The Con Mine property has excellent infrastructure including the Robertson shaft, water treatment plan (2015), warehouse and offices, etc. The Con Mine closed in 2003, with approximately 650,000 ounces at 11-12 g/t Au in historic reserves and combined resources. Please refer to 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, by Qualified Person, Allan Armitage, Ph. D., P. Geo., SGS Geological Services, which can be found on the Company's website at https://www.goldterracorp.com and on SEDAR+ at www.sedarplus.ca.
https://www.accessnewswire.com/newsroom/en/me...ro-1007288
VANCOUVER, BC / ACCESS Newswire / March 31, 2025 / Gold Terra Resource Corp. (TSX-V:YG)(Frankfurt:TX0)(OTCQB:YGTFF) ("Gold Terra" or the "Company"
is pleased to announce a non-brokered financing of C$2,400,000 consisting of hard dollar and charitable flow-through (together the "Financing" . The Company expects to raise gross proceeds of C$1,000,000 from the issuance of 20,000,000 common shares of the Company (the "Shares" 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 (the "CFT Shares" 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 (Canada)). In addition to the closing of the Financing of C$2,400,000, Osisko Gold 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 ("61-101"
. 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.
The Company will use an amount equal to the gross proceeds from the sale of CFT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures"
related to the Company's projects in the Northwest Territories, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the CFT Shares effective December 31, 2025. Gerald Panneton, Chairman & CEO commented, "We are pleased to offer this opportunity to investors to participate in this proposed financing for a total of C$2,400,000 and thank the continued support of existing shareholders such as Eric Sprott, and Ingalls Snyder, and many others. Moreover, concurrent with this financing, the decision by Osisko Gold Royalties to early exercise its first 2% NSR, is a huge endorsement of our strategy of advancing our high-grade gold assets in the Northwest Territories towards potential production. The proceeds raised will allow us to continue our drilling program on the Con Mine Option property. The former Con Mine produced 5.1 Moz of gold at an average grade of 16 g/t and was historically one of the richest high-grade gold mines in Canada."
The current drill program at the Con Mine is aimed at increasing our current Indicated and Inferred resource (MRE October 2022) near surface and south of the Con Mine, targeting the prolific Campbell Shear structure which produced 14 Moz of gold at an average grade of 16-22 g/t Au. The current drilling is targeting below the existing underground workings, where the potential exists to add significant free milling high grade ore. The Con Mine property has excellent infrastructure including the Robertson shaft, water treatment plan (2015), warehouse and offices, etc. The Con Mine closed in 2003, with approximately 650,000 ounces at 11-12 g/t Au in historic reserves and combined resources. Please refer to 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, by Qualified Person, Allan Armitage, Ph. D., P. Geo., SGS Geological Services, which can be found on the Company's website at https://www.goldterracorp.com and on SEDAR+ at www.sedarplus.ca.
