Langley, British Columbia--(Newsfile Corp. - February 6, 2026) - Newterra Resources Inc. (CSE: NT) ("Newterra Resources" or the "Company") announces that it has closed its non-brokered private placement (the "Offering") previously announced on January 5, 2026. Under the Offering, the Company issued 2,000,000 units at a price of $0.05 per unit for gross proceeds of $100,000. Refer to the January 5, 2026, news release for further information on the Offering. No finder's 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 CSE 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 ("MI 61-101"). 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% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Newterra Resources
Newterra Resources Inc. is a mineral resource exploration company with a focus on precious metals. The Company's material property is the Iron Horse Project, comprised of nine mineral title claims covering 2439.5 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
On behalf of the Board of Directors
"Darren Blaney"
Darren Blaney
CEO, President and Director
Neither the Canadian Securities Exchange nor its regulations services accept responsibility for the adequacy or accuracy of this release.
Forward-looking information
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Actual events or results may differ materially from those projected in the forward-looking statements and the Company cautions against placing undue reliance thereon.
The Company believes that the expectations reflected in forward-looking statements included herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. These statements speak only as of the date hereof. The Company does not intend, and does not assumes any obligation, to revise or update these forward-looking statements, except as required by applicable law.
Not for distribution to the United States newswire services or dissemination in the United States.

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