Gold Terra Announces Closing of Oversubscribed C$4.6 Million Public Offering

Not for distribution to U.S. news wire services or dissemination in the United States.

VANCOUVER, BC / ACCESSWIRE / May 26, 2023 / Gold Terra Resource Corp. (TSX-V:YGT; Frankfurt:TX0; OTCQX:YGTFF) ("Gold Terra" or the "Company") is pleased to announced that it has closed its previously announced best efforts public offering (the "Offering") for aggregate gross proceeds of C$4,608,050 from the sale of 17,110,000 common shares (the "Common Shares") at a price of C$0.10 per share and 25,191,739 flow-through common shares (the "Flow-Through Common Shares") at a price of C$0.115 per share (including on full exercise of the over-allotment option).

The Offering was made through a syndicate of agents led by Paradigm Capital Inc. and including Agentis Capital Markets Limited Partnership (collectively, the "Agents"). The Agents received a cash commission equal to 6% of the gross proceeds of the Offering.

The net proceeds from the sale of the Common Shares will be used to advance exploration at the Company's Yellowknife Project (YP), and mostly on the Con Mine Option property (CMO), for working capital, and for general corporate purposes.

The gross proceeds from the sale of the Flow-Through Common Shares will be used for expenditures which qualify as "Canadian exploration expenses" ("CEE") and "flow-through mining expenditures" both within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE with an effective date of no later than December 31, 2023.

The Offering was completed by way of a prospectus supplement (the "Prospectus Supplement") filed in each of the provinces and territories of Canada (other than Quebec) and certain Common Shares were sold outside of Canada on a private placement basis.

Gerald Panneton, Chairman & CEO commented, "We are pleased to have completed a successful financing with the support of existing shareholders, and new shareholders. This financing allows us to continue with our deep drilling program below the former Con Mine workings which produced 6 million ounces between 1938 and 2003 and where reported historic very high-grade gold values (16 to 20 g/t Au) make drill testing the extension of the Con deposit so appealing."

Senior management and advisors to Gold Terra purchased an aggregate of 900,000 common shares pursuant to the Offering.

Directors and officers of Gold Terra participated in the Offering and were issued an aggregate of 500,000 Common Shares. Such participation in the Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("61-101"). The Offering 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 Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Gold Terra

The YP encompasses 800 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 six major high-grade gold camps in Canada. Being within 20 kilometers 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 prolific Campbell Shear, where 14 Moz of gold has been produced, and most recently on the Con Mine Option Property where it produced 6 Moz @ grade between 16 to 20 g/t Au (1938-2003).

The YP and CMO property lie on the prolific Yellowknife greenstone belt, covering nearly 70 kilometers of strike length along the main mineralized shear system that host the former-producing high-grade Con and Giant gold mines. The Company's exploration programs have successfully identified significant 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, Manager of 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 use of proceeds from the Offering, 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 as well as the Prospectus Supplement available under the Company's profile at www.sedar.com.

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.

SOURCE: Gold Terra Resource Corp