Mr. Gerald Panneton reports

GOLD TERRA IS UPSIZING ITS PRIVATE PLACEMENT FROM C$6.3 MILLION TO C$7.0 MILLION

Gold Terra Resource Corp.'s previously announced non-brokered private placement (see news release dated Nov. 12, 2025) has received strong investor demand of more than 40 per cent and will be oversubscribed by 10 per cent for total gross proceeds of $7-million. The company was originally contemplating issuing an aggregate of 50 million common shares, however, it will now be issuing 55 million common shares, consisting 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 (CFT) 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 will be paid to certain finders upon closing. The offering is non-brokered with no warrants and the offering is expected to be closed on or around Nov. 28, 2025, and is subject to certain conditions, including the acceptance of the TSX Venture Exchange. All securities are subject to a four-month hold period from the date of closing.

The company will use an amount equal to the gross proceeds received by the company 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.

About Gold Terra Resource Corp.

The Yellowknife project (YP) 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 the Gold Terra Oct. 21, 2022, technical report), and most recently on the Con mine option (CMO) property claims immediately south of the past-producing Con mine, which produced 6.1 million oz 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 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.

We seek Safe Harbor.