/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Feb. 9, 2022 /CNW/ - Gold Terra Resource
Corp. (TSXV: YGT) (Frankfurt: TX0) (OTC QX: YGTFF) ("Gold
Terra" or the "Company") has announced today that it has
entered into an agreement with a syndicate of underwriters led by
Stifel GMP, under which the underwriters have agreed to buy on a
bought deal basis, charitable flow-through common shares (the
"Charitable FT Shares"), traditional flow-through common shares
(the "Traditional FT Shares") and common shares (the "Common
Shares") to provide the Company with gross proceeds of C$5 million (the "Offering"). The Charitable FT
Shares will be offered at a price of C$0.30, the Traditional FT Shares will be offered
at a price of C$0.24, and the Common
Shares will be offered at a price of C$0.21. The Company has granted the Underwriters
an option, exercisable at the offering price concurrent
with the closing of the Offering, to purchase up to an
additional 15% of the Offering to cover over-allotments,
if any, and for market stabilization purposes. The Offering is
expected to close on or about February 28,
2022 and is subject to Gold Terra receiving all necessary
regulatory approvals.
The gross proceeds from the sale of the Charitable FT Shares and
the Traditional FT 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, 2022. The net
proceeds from the sale of the Common Shares will be used for
working capital and general corporate purposes.
The Offering will be made by way of a short form prospectus in
each of the provinces of Canada
(other than Quebec) and the
Northwest Territories. Common
Shares may be offered by way of private placement in the United States.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This press 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's Yellowknife City Gold Project
The YCG project 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
10 kilometres of the City of
Yellowknife, the YCG 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 claims immediately south of the past producing Con
Mine (1938-2003).
The YCG lies on the prolific Yellowknife greenstone belt, covering nearly
70 kilometres 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.
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 date of closing of the Offering, the use
of proceeds of the Offering, including the renunciation of
CEE, 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 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