Mr. Gerald Panneton reports

GOLD TERRA ANNOUCES CLOSING OF OVERSUBSCRIBED C$7.0 MILLION PRIVATE PLACEMENT

Further to the news release of Nov. 17, 2025, Gold Terra Resource Corp. has closed the oversubscribed non-brokered private placement for total gross proceeds of $7-million through the issuance of 15 million common shares of the company at an issue price of 10 cents per share for gross proceeds of $1.5-million, 35 million charitable flow-through common shares of the company at an issue price of 14 cents per CFT share for gross proceeds of $4.9-million and five million flow-through common shares of the company at an issue price of 12 cents per FT share for gross proceeds of $600,000 with some existing shareholders and insiders. The CFT shares and the FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

Finders' fees totalling $28,000 were paid to certain finders. The offering is non-brokered with no warrants and is subject to the final acceptance of the TSX Venture Exchange.

Directors and officers of Gold Terra participated in the offering and were issued an aggregate 300,000 common shares totalling $36,000. 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). 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 exceeds 25 per cent 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 company will use an amount equal to the gross proceeds from the sale of the CFT shares and the FT shares to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the tax act on or before Dec. 31, 2026, and will renounce all the qualifying expenditures in favour of the subscribers of the CFT shares and the FT shares, effective Dec. 31, 2025. The company will use the net proceeds from the sale of the shares for general corporate purposes and for the coming drilling program.

All securities issued pursuant to the offering are subject to a statutory hold period expiring four months and one day from the closing date of the offering, being March 29, 2026.

Gerald Panneton, chairman and chief executive officer, commented: "This oversubscribed financing shows strong support from our existing and new shareholders to expand our drilling program at the Con mine option property. The net proceeds from the shares will be used for our upcoming drilling program scheduled to start in January, 2026, on the southern extension of the prolific Campbell shear target near surface and south of the Con mine option property. We look forward to advancing our exploration work with the objective of increasing our current mineral resource estimates in 2026."

About Gold Terra Resource Corp.

The Yellowknife project encompasses 836 square kilometres 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 YP is close to vital infrastructure, including all-season roads, air transportation, service providers, hydroelectric power and skilled tradespeople. Gold Terra is currently focusing its drilling on the prolific Campbell shear, where approximately 14 million ounces of gold has been produced (refer to Gold Terra Oct. 21, 2022, technical report) and most recently on the Con mine option property claims immediately south of the past-producing Con mine, which produced 6.1 million ounces between the Con, Rycon and Campbell shear structures (1938 to 2003).

The YP and CMO properties lie on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that hosts the former-producing high-grade Con and Giant gold mines. The company's exploration programs have 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.

We seek Safe Harbor.