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TORONTO, ON / ACCESS Newswire / February 10, 2025 / Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSXV:MTT) is pleased to announce an upsizing to its previously announced premium flow-through financing (the "Offering") (refer to the news release dated January 22, 2025).
The Offering will now consist of an issuance of up to $325,000 of premium flow-through common shares of the Company at a price of $0.09 per share for an issuance of up to 3,611,111 premium flow-through common shares; and an issuance of up to $175,000 of flow-through common shares of the Company at a price of $0.08 per share for an issuance of up to 2,187,500 flow-through common shares, for total gross proceeds of up to $500,000.
The gross proceeds from the issuance of the premium flow-through and flow-through common shares will be used to incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the Company's mineral exploration projects, primarily for preliminary exploration programs at the Company's recently acquired Humber Project in western Newfoundland and Rocky Brook Project in northern New Brunswick.
The Company expects that an Insider of the Company will be participating in the Offering. Insider subscriptions are considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 (Issuer Not Listed on a Specified Market). Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) of MI 61-101 (Fair Market Value Not More Than $2,500,000).
In connection with the Offering, the Company may pay finder's fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a regulatory four month and one day hold period. The Offering is subject to approval by the TSX Venture Exchange.
About Magna Terra
Magna Terra Minerals Inc. is a precious and critical metals focused exploration company, headquartered in Toronto, Canada. Magna Terra is focused on acquiring and advancing its high-potential mineral projects in Atlantic Canada and Argentina while generating value for shareholders and minimizing shareholder dilution through option and joint venture partnerships where appropriate; leveraging our ability to explore, grow, and transact projects. The Company is focused on exploring our 100%-owned Humber Copper-Cobalt Project in Newfoundland and Labrador, our 100% owned Rocky Brook Project in northern New Brunswick, as well as our 100%-owned Cape Spencer Gold Project in southern New Brunswick. In addition, the Company has recently optioned the Great Northern Project in Newfoundland to Gold Hunter Resources Inc. for total cash and share consideration of $9.5 million over a 2-year period. Further, the Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its Boleadora Project being advanced by Newmont Corporation under an option to purchase agreement valued at US$1 million in cash over a 6-year period and including a 2% NSR capped at US$20 million; a precious metals discovery on its Luna Roja Project proximal to Cerrado Gold's operating Don Nicholas Project infrastructure, as well as several additional district scale drill ready projects available for purchase or option/joint venture.