Mr. Darren Blaney reports

NEWTERRA RESOURCES COMPLETES NON-BROKERED PRIVATE PLACEMENT

Newterra Resources Inc. has closed its non-brokered private placement previously announced on Jan. 5, 2026. Under the offering, the company issued two million units at a price of five cents per unit for gross proceeds of $100,000. Refer to the Jan. 5, 2026, news release for further information on the offering. No finders' fees were paid in relation to the offering.

All securities issued under the offering are subject to a hold period expiring June 7, 2026, in accordance with the policies of the Canadian Securities Exchange and applicable securities laws.

A director of the company participated in the offering and purchased 100,000 units for gross proceeds of $5,000. The insider's participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the insider did not exceed 25 per cent of the company's market capitalization.

About Newterra Resources Inc.

Newterra Resources is a mineral resource exploration company with a focus on precious metals. The company's material property is the Iron Horse project, comprising nine mineral title claims covering 2,439.5 hectares on the border of Osoyoos and Similkameen mining divisions, located on the west side of the Okanagan Valley near Kelowna in the province of British Columbia.

We seek Safe Harbor.