Mr. Gerald Panneton reports

GOLD TERRA ANNOUNCES C$9.7 MILLION LIFE OFFERING, INCLUDING PARTICIPATION FROM STRATEGIC SHAREHOLDER DAVID HARQUAIL

Gold Terra Resource Corp. has arranged a non-brokered private placement under the listed issuer financing exemption (LIFE) (defined below), including significant participation from strategic shareholder, David Harquail. The offering is expected to consist of 20 million common shares of the company at an issue price of 18 cents per hard-dollar (HD) share for gross proceeds of $3.6-million, 20 million charity flow-through (CFT) common shares of the company at an issue price of 25 cents per CFT share for gross proceeds of $5-million and five million flow-through (FT) common shares of the company at an issue price of 22 cents per FT share for gross proceeds of $1.1-million. 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)). The HD shares, the CFT shares and the FT shares are collectively referred to herein as the offered securities.

The offering is non-brokered with no warrants, is expected to close on or around July 24, 2026, and is subject to certain conditions, including the acceptance of the TSX Venture Exchange. Notwithstanding the foregoing, the closing must occur no later than the 45th day following the date of this news release.

The net proceeds from the offering will be used for general corporate purposes and for the drilling program currently scheduled to start in July/August, 2026. There will be two planned programs run concurrently, which are anticipated to confirm and add ounces of gold, both on the Con mine option property, under option from a subsidiary of Newmont Corp., as follows:

1. The northern extension of the Campbell shear target or zone 103 N, where the company's most recent inferred mineral resource estimate has outlined 595,000 inferred ounces within 5.1 million tonnes grading 3.64 grams per tonne (g/t) between 600 metres and 900 m (m) below surface (see the company's technical report, entitled "NI 43-101 Technical Report Yellowknife Project, Yellowknife, Northwest Territories, Canada," with an effective date of April 30, 2026);
2. The Con mine historical on-site tailings, where a total of approximately 12 million tonnes (t) of process ore residues were placed between 1938 and 2003. As past production was recorded with grades averaging up to 24 g/t gold, and average recoveries between 88 per cent and 93.5 per cent, the company believes that the historical tailings could contain gold with an average of between one and two g/t gold. The program will be testing the Upper Pud and Middle Pud tailings areas currently planned to start in August, 2026, with an initial pattern of 50 m by 50 m. The company also believes that since a gravity circuit was only installed in the late 1980s with Nerco, some residual coarse gold could be present in the lower levels of the historical tailings.

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, 2027, and will renounce all the qualifying expenditures in favour of the subscribers of the CFT shares and the FT shares effective Dec. 31, 2026.

Gold Terra has engaged Integrity Capital Group Inc. to support its efforts. For further information, please contact the ECM Integrity Capital Group team at ecm@integritycapitalgrp.com. In connection with the offering, the company may pay cash finders' fees to certain eligible arm's-length parties, all in accordance with the policies of the TSX-V and applicable securities laws.

The offered securities will be offered for sale by way of private placement pursuant to Part 5A of National Instrument 45-106, Prospectus Exemptions, and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces of Canada, other than Quebec. The offered securities may also be offered for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided that no prospectus, registration statement or similar document is required to be filed, or no continuing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.

There is an offering document with respect to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Purchasers of the offered securities will have the benefit of the offering document and the rights provided under the listed issuer financing exemption. Prospective investors should read this offering document before making an investment decision. As the offering is being completed pursuant to the listed issuer financing exemption, the offered securities will not be subject to a hold period under applicable Canadian securities laws.

The technical information contained in this news release has been reviewed and approved by Joseph Campbell, a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects, and senior technical adviser for the company.

About Gold Terra Resources Corp.

The Yellowknife project (YP) encompasses 836 square kilometres (km) 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 largest major historic 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 Campbell shear, where approximately 14 million ounces of gold has been produced in the past (refer to the Gold Terra June 26, 2026, technical report), and most recently on the CMO 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 Yellowknife 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 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.