Toronto, Ontario--(Newsfile Corp. - September 22, 2026) - Magna Terra Minerals Inc. (TSXV: MTT) (the "Company" or "Magna Terra") is pleased to announce that it has completed its previously announced non-brokered private placement of gross proceeds totalling $3,750,000.80 (the "Offering").

The Offering consisted of an issuance of 8,421,056 premium flow-through common shares of the Company at a price of $0.2375 per premium flow-through common share and 10,000,000 common shares of the Company at a price of $0.175 per common share.

"We are very pleased with the significant investor response and resulting oversubscribed demand for this upsized financing. Further, we would like to acknowledge the continued support of our largest shareholder Michael Gentile, as well as several other long-term shareholders who participated in the Offering. The proceeds from the Offering will allow us to continue to expedite exploration programs toward first phase drill programs on our key focus projects in Newfoundland and New Brunswick, as well as undertake key initiatives to surface value for our shareholders from the remainder of our deep project pipeline; specifically, our portfolio of precious metals projects in Santa Cruz Province, Argentina."

~ Lew Lawrick, President and CEO, Magna Terra Minerals Inc.

The gross proceeds from the issuance of the premium flow-through common shares will be used to incur "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the Company's mineral exploration projects, primarily for exploration programs at the Company's Humber and Shellbird Projects in western Newfoundland and the Prospect Or's Dream, Rocky Brook, and Cape Spencer Projects in New Brunswick.

Insiders of the Company participated in the private placement by acquiring an aggregate of 1,285,712 premium flow-through common shares for proceeds of $305,356.60, and 130,194 common shares for proceeds of $22,783.95. More specifically, (i) Michael Gentile, an Insider of the Company, has subscribed for 1,285,712 premium flow-through common shares at a price of $0.2375 per share; and (ii) Patricia Kajda, a director of the Company, has subscribed for 130,194 common shares at a price of $0.175 per share.

Immediately after the closing of the Offering, (i) Mr. Gentile shall hold, directly and indirectly, or exercise control over 19,757,379 common shares (representing 15.6% of the outstanding common shares of the Company); and (ii) Ms. Kajda shall hold, directly and indirectly, or exercise control over 130,194 common shares (representing 0.1% of the outstanding common shares of the Company), 150,000 restricted share units, and 1,050,000 stock options of the Company.

Ms. Kajda, a director of the Company, has disclosed her interest to the Board of the Directors of the Company pursuant to Section 120 of the Canada Business Corporations Act to the effect that she may participate in the private placement and subscribe to the common shares. The terms of the Offering and the agreements relating thereto were submitted to and unanimously approved by way of a resolution adopted by all the directors of the Company other than Ms. Kajda. Ms. Kajda did not vote on the resolution to approve the private placement and the agreements relating thereto. The remaining directors determined that the private placement was in the best interest of the Company.

Each of the insiders is considered a "related party" and an "insider" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of common shares to each of the insiders constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as (i) the Company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; (ii) neither the fair market value of the common shares to be distributed in the Offering nor the consideration to be received by the Company for the common shares, insofar as insider participation is concerned, exceeds $2,500,000; and (iii) the Company has received the approval of the Offering from at least two-thirds of its independent directors in respect of the Offering.

Neither the Company, nor the insiders that have participated in the Offering, had knowledge of any material information concerning Magna Terra, or its securities, that had not been previously disclosed prior to their subscription in the Offering.

In connection with the Offering, the Company will pay a total of $96,663 in finder's fees and has issued 552,360 finders warrants to certain eligible finders in accordance with policies of the TSX Venture Exchange. Each finders warrant is exercisable into one common share of the Company at a price of $0.2375 per common share for a period of 24 months from the date of issuance.

All securities issued pursuant to the Offering are subject to a regulatory four month and one day hold period. The Offering is subject to final 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 Gold and Critical Metals Project in the historic Bathurst Mining Camp of New Brunswick; the recently acquired Prospect Or's Dream Gold Project, and our 100%-owned Cape Spencer Gold Project in New Brunswick. In addition, the Company has optioned the Great Northern Project in Newfoundland to Gold Hunter Resources Inc. ("Gold Hunter") for total cash and share consideration of $10.075 million over a 4-year period, and currently holds an approximate 19% equity interest in Gold Hunter. The Company has also optioned the Luna Roja Project in Argentina to Lunex Metals Corp (formerly Andean Metals Corp.) for total cash and share consideration of $2.375 million over a 4-year period. Further, the Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its large 100% owned Boleadora Project, as well as several additional district scale drill ready projects available for purchase or option/joint venture.

Forward-Looking Statements

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 Statements Regarding Forward-Looking Information

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

This news release includes certain forward-looking statements concerning the use of proceeds of the Offering, the future performance of our business, its operations and its financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315348

Source: Magna Terra Minerals Inc.