Canterra Minerals: A $4.6 Million Boost for Exploration and Growth

Canterra Minerals Corporation (TSXV: CTM) (OTCQB: CTMCF) has successfully closed a $4.6 million non-brokered private placement, providing a significant boost to its exploration efforts and overall growth. The financing, which was upsized from the previously announced $3.9 million, will enable Canterra to advance its gold and critical mineral projects in central Newfoundland.

The financing consisted of the issuance of 34,143,517 flow-through common shares ("FT Shares") at a price of $0.12 per FT Share, and 5,000,000 units (the "Units") at $0.10 per Unit. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional common share of the Company at a price of $0.15 until December 19, 2027. Red Cloud Securities Inc. ("Red Cloud") acted as a finder in connection with the Non-Brokered Private Placement.

The net proceeds from the sale of the Units, totaling $2.75 million, will be allocated towards general working capital purposes, including mining lease and property payments, and exploration expenditures. This allocation will enable Canterra Minerals to maintain its operations and continue its exploration efforts, potentially leading to the discovery of new mineral resources.

The gross proceeds from the sale of FT Shares, totaling $2.29 million, will fund further exploration programs at Canterra Minerals' projects in central Newfoundland. These programs will qualify as "Canadian Exploration Expenses" (CEE) and "flow-through critical mineral mining expenditures" (FCMME) under the Income Tax Act (Canada). The expenditures will be renounced to the purchasers of the FT Shares with an effective date no later than December 31, 2025. The exploration programs will focus on the Buchans Critical Minerals Project and the Valentine Lake Gold Project, targeting copper, zinc, lead, silver, and gold mineralization. The funds will be used for drilling, geophysics, and geochemistry, aiming to expand known mineral resources and discover new ones.



The renouncement of the gross proceeds from the sale of FT Shares to the purchasers with an effective date no later than December 31, 2025, will allow Canterra Minerals to qualify the expenditures as "Canadian Exploration Expenses" and "flow-through critical mineral mining expenditures." This will enable the Company to reduce its tax liabilities by claiming these expenses as deductions against its taxable income. By doing so, Canterra Minerals can improve its financial position by minimizing its tax obligations, thereby increasing its net income and cash flow.



In connection with the Financings, the Company paid finder's fees of $223,833.60 in cash and 1,892,180 warrants to arm's length persons. Each finder's warrant is non-transferable and exercisable at a price of $0.10 until December 19, 2027.

Certain directors of the Company participated in the Offering on the same terms and conditions as non-arm's length subscribers, subscribing for a total of 660,000 Units and 166,667 FT Shares for aggregate proceeds of $86,000.04. Participation by such insiders in the Offering constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities issued under the Offering nor the consideration paid by the insiders exceeds 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering as the participation of insiders of the Company in the Offering had not been confirmed at that time and the shorter time period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

The successful closing of the $4.6 million financing is a significant milestone for Canterra Minerals, providing the Company with the necessary capital to advance its exploration efforts and drive growth. With a strong focus on gold and critical mineral projects in central Newfoundland, Canterra is well-positioned to create value for shareholders through the discovery and development of new mineral resources.