Magna Terra Announces Initial Closing of Non-Brokered Private Placement

TORONTO, October 5, 2023 - Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSXV:MTT) is pleased to announce that it has completed a first closing of its non-brokered private placement (see press release dated September 22, 2023) of gross proceeds totalling $244,769.

The full private placement of gross proceeds up to $600,000 (the "Offering") will consist of an issuance of common shares of the Company at a price of $0.03 per share for a total issuance of up to 20,000,000 common shares.

The gross proceeds of the Offering will be used to incur expenditures on the Company's properties. Below is a summary of the major categories applied to the gross proceeds as required by the policies of the TSX Venture Exchange, in addition to working capital requirements:

• 25% - Geophysical surveys;
• 15% - Geological and geochemical surveys;
• 13% - Mineral Resource update;
• Not more than 10% - Investor relations and strategic advisory work; and,
• The balance will be applied to working capital, finder's fees, and other project expenses.

In this initial closing, the Company has issued 8,158,980 shares at a price of $0.03 per share. Insiders of the Company participated in the first closing by acquiring an aggregate of 7,008,980 common shares for aggregate proceeds of $210,269. More specifically, (i) Signal Gold Inc. has subscribed for 2,542,313 common shares at a price of $0.03 per common share; (ii) Lew Lawrick, the Chief Executive Officer and a director of the Company, has subscribed for 2,800,000 common shares at a price of $0.03 per common share; and (iii) Bill Francis, the Chief Financial Officer of the Company, has subscribed for 1,666,667 common shares at a price of $0.03 per common share.

Immediately after the closing of the Offering, and assuming the completion of a maximum Offering, (i) Signal Gold Inc. shall hold, directly and indirectly, 15,035,795 common shares of the Company (representing 16.3% of the outstanding common shares of the Company); (ii) Mr. Lawrick shall hold, directly and indirectly, or exercise control over 10,286,309 common shares (representing 11.2% of the outstanding common shares of the Company), 1,300,000 common share purchase warrants and 1,071,429 stock options of the Company; and (iii) Mr. Francis shall hold, directly and indirectly, or exercise control over 2,206,667 common shares (representing 2.4% of the outstanding common shares of the Company), 250,000 common share purchase warrants and 600,000 stock options of the Company.

Mr. Lawrick, a director of the Company, has disclosed his interest to the Board of the Directors of the Company pursuant to Section 120 of the Canada Business Corporations Act to the effect that he 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 Mr. Lawrick. Mr. Lawrick 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.

In connection with the Private Placement, 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 Private Placement will be subject to a regulatory four-month and one-day hold period. It is anticipated that a second and final closing will occur on or before October 25, 2023. The Private Placement is subject to approval by the TSX Venture Exchange.

Payments for Exploration Option Agreements
Under the amended terms of the Marigold option agreement, the Company can earn a 100% interest in the Marigold Property (Cape Spencer Project) by paying the Optionor a total of $175,000 in cash and/or consideration shares and 1,075,000 common shares of the Company, over a five-year period ending August 15, 2025 (refer to the press release dated September 27, 2023). The Company has issued 1,075,000 common shares of the Company to settle the third-anniversary payment.

Under the amended terms of the Armstrong option agreement, the Company can earn a 100% interest in the Armstrong Property (Cape Spencer Project) by paying the Optionor a total of $55,000 in cash and/or consideration shares and 1,300,000 common shares of the Company, over a three-year period (refer to the press release dated September 27, 2023). The Company has issued 1,300,000 common shares of the Company and will pay $5,000 to settle the third-anniversary payment, which will complete the earn-in requirements of this option agreement.

Under the terms of the Cape Spencer option agreement, the Company can earn a 100% interest in the Cape Spencer Property by paying the Optionor a total of $350,000 in cash and/or consideration shares and $145,000 in milestone payments based on certain exploration activities in cash or consideration shares, over a seven-year period ending August 9, 2025 (refer to the press release dated September 15, 2022). The Company has issued 250,000 common shares of the Company and will pay $12,500 in cash to settle the fifth-anniversary payment totaling $25,000.

The common shares issued under the above-mentioned agreements are subject to a regulatory four-month and one-day hold period from their date of issuance.

About Magna Terra
Magna Terra Minerals Inc. is a precious metals-focused exploration company, headquartered in Toronto, Canada. Magna Terra owns two district-scale, resource-stage gold exploration projects in the top-tier mining jurisdictions of New Brunswick and Newfoundland and Labrador. Further, the Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its precious metals discovery on its Luna Roja Project, as well as an extensive portfolio of district scale drill ready projects available for option or 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.

FOR FURTHER INFORMATION PLEASE CONTACT:
Magna Terra Minerals Inc.
Lewis Lawrick
President and CEO, Director
647-478-5307
Email: info@magnaterraminerals.com
Website: www.magnaterraminerals.com

SOURCE: Magna Terra Minerals Inc.