Gold Terra Announces C$1.5M Strategic Investment and Option Agreement with Newmont to purchase 100% of Miramar Northern Mining’s Past Producing High-Grade Gold Con Mine, Yellowknife, NWT

Strategic Investment

The Company has also entered into a subscription agreement with Newmont to complete a strategic investment in the Company for gross proceeds of C$1.5 million (7,142,857 common shares of the Company at a price of C$0.21 per share), resulting in Newmont holding less than five percent (5%) of the issued and outstanding common shares of the Company. The proceeds from this investment are expected to be used primarily for exploration expenditures on the Con Mine Property. It is expected that the closing of the investment will occur on or about November 26, 2021, and is subject to the satisfaction of certain conditions, including receipt of acceptance of the TSX Venture Exchange

Option Agreement

The Option Agreement provides the Company with an option to purchase 100% of MNML, the owner of the past-producing high-grade gold Con Mine, which produced more than 6.1 Moz along the Campbell Shear structure. The Option Agreement will immediately replace and supersede the initial Exploration Agreement (the “Exploration Agreement”) dated September 4, 2020 (as announced by the Company on September 8, 2020) and will allow Gold Terra to fully explore 100% of the Campbell Shear structure at the Con Mine and south of it.

Gerald Panneton, Executive Chairman of Gold Terra, commented, “This new Option Agreement to acquire 100% of MNML’s Con Mine is a significant step for Gold Terra to increase our resource base with high-grade ounces along the prolific Campbell Shear structure and to add to our current inferred mineral resource, which currently stands at 1.21 M oz (March 16, 2021 News Release).We are pleased to have developed an excellent relationship with Newmont and welcome them as shareholders of Gold Terra, which illustrates commitment and support for the future. The additional land package along the Campbell Shear, and all the surface access assets and associated infrastructure will allow Gold Terra to accelerate its exploration strategy with the aim of adding a target of 2 M oz of high-grade resources base to sustain the development of the project in the future.”

Transaction Highlights:

– The initial Exploration Agreement has been replaced and superseded by the Option Agreement to include all (100%) of MNML and the Con Mine Property.

– Gold Terra has agreed to incur a minimum of C$8.0 million in exploration expenditures over a period of four (4) years, which will include all exploration expenditures incurred to date under the initial Exploration Agreement.

– Gold Terra has spent approximately C$3.0 million in exploration expenditures to date.

– Gold Terra has also agreed to:

• Complete a Pre-Feasibility Study (PFS) of a mineral resource and a minimum of 1.5 M oz in all categories,
• Obtain all necessary regulatory approvals for the purchase and transfer of MNML’s assets and liabilities to Gold Terra,
• Post a cash bond to reflect the status of the Con Mine reclamation plan at the time of closing.

The closing of the Transaction will then be completed with Gold Terra making a final cash payment of C$8,000,000.

Potential Value to Shareholders:

Upon exercise of the option, Gold Terra shareholders would benefit in owning 100% of the Con Mine Property including the following:

• Mineral leases and overlying surface rights.
• Access to infrastructure, including underground openings and shafts, buildings, storage facilities and roads.
• Access to explore and potentially redevelop the remaining historic mineral reserves within the Con Mine Property (See Table 1 – Historic Mineral Reserves at Con Mine further in this press release).

Mr. Panneton further stated: “We see considerable efficiencies through the optionality to acquire all of MNML’s assets which comprise multiple valuable mining assets including the 1,950-metres deep Robertson shaft,  and 100% of the Campbell Shear which remains open to the south and at depth. Also, with this option we will be able to test some areas of the past-producing Con Mine that were left behind after closure in 2003 at a time of sustained low gold prices. These are included in the historical 2003 mineral reserves statement in addition to some mineral inventory that could amount to approximately one million ounces of gold. In combination with Gold Terra’s existing inferred mineral resource estimate of 1.2 M oz north of Yellowknife, 100% ownership of the existing and potential high-grade deposit at and surrounding the Con Mine will better support a balanced operation in the future.”

Newmont will retain a 2% net smelter returns royalty (the “NSR”) on minerals produced from the Con Mine Property. The NSR may be reduced by 50% by the Company paying Newmont the sum of C$10,000,000, for a period of two (2) years following the annoucement of commercial production.

Back-in right

After Gold Terra exercises its option, Newmont will have a period of two (2) years to exercise its back-in right of a 51% participating interest in MNML and the Con Mine Property, which can be triggered by Gold Terra delineating a minimum of five (5) million ounces of gold in the measured and indicated mineral resource categories supported by a National Instrument NI 43-101 technical report. To be eligible to exercise the back-in right, Newmont will:

• Reimburse Gold Terra three times (3X) the amount of all of the expenditures incurred on the Con Mine Property from September 4, 2020,
• Refund to Gold Terra the C$8,000,000 cash payment,
• Payment of US$ 30 per ounce of gold for 51% of the total ounces reported in the technical report, and
• Assume 51% of the environmental liability, and its share of the posted bond.

If exercised, the back-in right is expected to be completed by a new joint venture led by Newmont. At such time, the 2% NSR would also be eliminated.

The Transaction will consolidate the Company’s strategic land position in the prolific Yellowknife Gold Belt and provide potential future development optionality. The former Con Mine is a world-class gold deposit and part of the prolific Yellowknife mining camp where 6.1 M ounces of high-grade gold were recovered from the underground operation from both the Con Shear and Campbell Shear.

The acquisition of the Con Mine Property is part of the Company’s strategy to add additional ounces to its current mineral resource estimate and compliments its current drilling program to delineate additional ounces from the Yellorex zone on the Campbell Shear. In addition, the Transaction will provide the Company with access to additional high potential gold zones, that were not included in the Company’s previous Exploration Agreement with Newmont (see September 8, 2020 press release).

The Company believes that drilling could potentially delineate 1 to 1.5 M ounces on the overall Con Mine Property. The Con Mine was shut down in 2003 following multiple years of low gold prices. Historically, a total of 6.1 M ounces of high-grade gold were recovered from the underground Con Mine operation. Remaining historic mineral reserves based on a US$370/oz gold price at the Con Mine as of January 1, 2003, are shown in the following table:

The mineral Reserves and Resources quoted above are historical in nature and are not NI 43-101 compliant. They were compiled and reported by MNML during its operation and closure of the Con Mine (2003). The historical estimates are historical in nature and should not be relied upon, however, they do give indications of mineralization on the property.  The Qualified Person has not done sufficient work to classify them as current Mineral Resources or Mineral Reserves and Gold Terra is not treating the historical estimates as current Mineral Resources or Mineral Reserves. 

History

Gold production at the Con Mine started in 1938 after the discovery of a large group of veins associated with a wide shear zone. The mine was owned and operated by Cominco Limited from 1939 to 1986. The Campbell Shear was discovered in 1946 by Neil Campbell and brought into production in 1956, and all production after 1963 came from this very rich zone. In 1977, the Robertson Shaft was sunk to access new reserves to a depth of 6,000 feet or more. In 1986, Cominco sold the Con Mine to Nerco Minerals Company Limited who subsequently modernized the underground operation with mechanized machinery. In 1993, Nerco sold the mine to MNML who continued production and then closed the operation in 2003 at a time when the price of gold was at around US$370 per oz, which was too low to continue production. As such, historic, un-mined reserves remain in the mine property along with other unexplored high-potential areas. (Reference – Ryan Silke, 2009, The Operational History of Mines in the Northwest Territories.)

The Company will have added to its large land play a key piece of ground with excellent potential along the Campbell Shear to add high-grade resources.  Currently, drilling is expanding the Yellorex zone and returning high-grade gold assays such as in hole GTCM21-014 with 5.22 g/t over 17.86 metres including 11.21 g/t gold over 4.57metres (see September 7, 2021 press release). The Option Agreement provides access to multiple additional zones with historic high-grade assays such as hole Y88 (13.9 g/t gold over 5.27metres) which remain untested in all directions at approximately 900m below surface.

The Transaction includes the following hard assets which will provide future infrastructure cost savings and efficiencies: Multiple existing underground access openings including the original C -1 shaft opening, and the deep Robertson shaft (1950m) with a 2,000 tpd (ton per day) capacity for future underground exploration and mining, valued for time saving, and investment saving; surface infrastructure including a large 10,000 square foot warehouse and dry; surface vehicles;  and a C$10 million water treatment plant recently built in 2015. The Con Mine Property reclamation is near completion.

Over the next 24 months, the Company’s strategy is to increase its drilling program mainly south of the original Con Mine to depth of 1,000 metres, and more at a drill spacing of 100 metres and with 50 metres infill, with the objective of delineating a high-grade gold mineral resource to add to the Company’s current 1.2 million ounces in the inferred mineral resource category (See the technical report, titled "Technical Report on the 2021 Updated Mineral Resource Estimates, North belt Property, Yellowknife City Gold Project, Yellowknife, Northwest Territories, Canada" with an effective date of March 14, 2021, which can be found on the Company’s website at  https://www.goldterracorp.com and on SEDAR at www.sedar.com) and ultimately bring the mineral resources toward economic assessment, and feasibility. The Transaction will be adding another +20 km² to consolidate Gold Terra’s land position in the Yellowknife Gold Belt to exceptional district size holdings now totalling 820 km².

Investor Call

Adelaide Capital will host a Gold Terra Update webinar with senior management on Tuesday, November 23, 2021, 11:00 AM-12:15 PM (UTC-05:00) Eastern Time (US & Canada) to discuss the Transaction. Gerald Panneton, Executive Chairman, and David Suda, President and Chief Executive Officer will give an update on the project and answer any questions. Access to the webinar is as follows:

Adelaide Capital Hosts Gold Terra Update                                  

Webinar Registration: Webinar Registration – Zoom

Topic: Update by Gerald Panneton and David Suda

Date and Time: Tuesday, November 23, 2021, 11:00 AM-12:15 PM EST

The technical information contained in this news release has been reviewed and approved by Joseph Campbell, Chief Operating Officer, a Qualified Person as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About Gold Terra’s Yellowknife City Gold Project

The YCG project encompasses 800 sq. 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 six major high-grade gold camps in Canada. Being within 10 kilometres of the City of Yellowknife, the YCG is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric power, and skilled tradespeople.

The YCG lies on the prolific Yellowknife greenstone belt, covering nearly 70 kilometres of strike length along the main mineralized shear system that host 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.

Visit our website at www.goldterracorp.com.

For more information, please contact:

David Suda, President and CEO

Phone: 604-928-3101 | Toll-Free: 1-855-737-2684

dsuda@goldterracorp.com

Mara Strazdins, Manager of Investor Relations

Phone: 1-778-897-1590 | 604-689-1749 ext. 102

Strazdins@goldterracorp.com

In Europe:

Swiss Resource Capital AG

Jochen Staiger

info@resource-capital.ch

www.resource-capital.ch

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

Certain statements made and information contained in this news release constitute "forward-looking information" within the meaning of applicable securities legislation ("forward-looking information"). Generally, this forward-looking information can, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof.

All statements other than statements of historical fact may be forward-looking information. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. In particular, this news release contains forward-looking information regarding the Company meeting certain minimum requirements to purchase MNML; the completion of the strategic investment, including receipt of the TSXV acceptance of same; the Transaction being a significant step for the Company to increase its resource base with high-grade ounces along the prolific Campbell Shear to add to the Company’s current mineral resource; the additional land package along the Campbell Shear, and all the surface access assets and associated infrastructure, allowing the Company to accelerate its exploration strategy with the aim of achieving a 2 Moz threshold to sustain the development of the project in the future; the future value/benefits to shareholders of the Company; the ability of the Company to test some areas of the past-producing Con Mine which are included in the 2003 mineral reserves statement in addition to some mineral inventory that could amount to approximately one million ounces of gold; statements with respect to the NSR and back-in rights; the Transaction providing the Company with access to additional high potential gold zones, that were not included in the Company’s previous agreement with Newmont; the belief that drilling could potentially delineate 1 to 1.5 M ounces on the overall Con Mine Property; the historic mineral reserves on the Con Mine Property; the Company’s strategy over the next 24 months to increase its drilling program mainly south of the original Con Mine with the objective of delineating a high-grade gold mineral resource to add to the Company’s current mineral resource estimate and ultimately bring the mineral resources toward economic assessment and feasibility; and the Company’s objective of re-establishing Yellowknife as one of the premier gold mining districts in Canada.

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed in the "Risk Factors" section in the Company’s most recent MD&A and annual information form available under the Company’s profile at www.sedar.com.

Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The forward-looking information contained in this news release is based on information available to the Company as of the date of this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking information contained in this news release is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. Except as required under applicable securities legislation and regulations applicable to the Company, the Company does not intend, and does not assume any obligation, to update this forward-looking information.