Mr. Greg Cameron reports

TERRA CLEAN ENERGY ANNOUNCES CLOSING OF OVERSUBSCRIBED $2.4 MILLION FINANCING LED BY CENTURION ONE CAPITAL

Terra Clean Energy Corp. has closed its previously announced upsized brokered private placement of units of the company for aggregate gross proceeds of approximately $1.97-million. A portion of the private placement of units also closed concurrently on a non-brokered basis for additional gross proceeds of $461,062.

The offerings were led by Centurion One Capital Corp. as lead agent and sole bookrunner in respect of the brokered offering and fiscal adviser in respect of the non-brokered offering.

Greg Cameron, chief executive officer of the company, commented: "We are very pleased to have successfully completed this oversubscribed financing. Centurion One Capital led the raise, served as an anchor investor and brought together a strong group of long-term investors who share our confidence in Terra Clean Energy's growth strategy. The proceeds will allow us to further advance the Marysvale uranium mines project in Utah while continuing to position the company to benefit from the growing demand for secure domestic uranium supply."

A total of 17,342,257 units were sold under the offerings at a price of 14 cents per unit for aggregate gross proceeds of approximately $2,427,916. Each unit consists of one common share in the capital of the company and one share purchase warrant. The shares and warrants issued in connection with the offerings are subject to a statutory hold period of four months and one day from the closing date in accordance with applicable Canadian securities legislation. Each warrant shall entitle the holder thereof to purchase one share at a price of 22 cents for a period of three years from Oct. 6, 2026.

The warrants will be subject to an acceleration right if, on any 15 consecutive trading days, beginning on the closing date, the daily volume-weighted average trading price of the shares is greater than 44 cents. If the company exercises its warrant acceleration right, the new expiry date of the warrants will be the 30th day following the notice of such exercise.

The net proceeds of the offerings will be used for capital expenditures and general working capital purposes.

In connection with the offerings, the lead agent received: (i) a cash commission of $194,233; and (ii) an aggregate of 1,387,380 broker warrants, with each such broker warrant entitling the holder to acquire one unit of the company at any time for a period of three years from the date of issuance of such broker warrant at an exercise price equal to the issue price. The warrants underlying each unit acquired upon exercise of a broker warrant shall be exercisable for a period of three years from the date of issuance of the broker warrant.

Insiders of the company acquired an aggregate of 700,000 units issued under the offerings. Such insider's participation in the offerings constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). A formal valuation was not required under MI 61-101 as the company is not listed on any of the stock exchanges specified in MI 61-101. Minority shareholder approval was also not required as the fair market value of the consideration for the transaction involving the insiders does not exceed 25 per cent of the company's capitalization as of the date hereof.

About Terra Clean Energy Corp.

Terra Clean is a Canadian-based uranium exploration and development company. The company is currently developing the South Falcon East uranium project located in the Athabasca basin region, Saskatchewan, Canada, as well as past-producing uranium mines in Utah and uranium exploration properties in Wyoming, United States. The company's strategy is to find and advance late-stage uranium projects to support growing demand for nuclear power and secure domestic mineral supply chains.

We seek Safe Harbor.