Which securities are included in the proposed private placement?

The proposed placement includes up to 10,000,000 Critical Minerals flow-through shares offered at $0.25 per share for gross proceeds of up to C$2,500,000, and up to 10,869,565 National flow-through shares offered at $0.23 per share for gross proceeds of up to C$2,500,000. Each share in both categories comprises one common share of the Company issued as a flow-through share under the applicable provisions of the Income Tax Act (Canada).

How does the placement relate to Canterra’s listings?

The source identifies Canterra Minerals Corporation as listed on the TSXV under TSXV:CTM, on the OTCQB under OTCQB:CTMCF and on the FSE under FSE:DXZB.

How does Canterra intend to use the proceeds?

The Company intends to use the net proceeds from the Private Placement for exploration of its projects in central Newfoundland, including its Wilding Gold and Buchans Projects. The gross proceeds from the two share categories are to be used for Canadian exploration expenses that qualify as the specified flow-through expenditures under the Income Tax Act (Canada), to be incurred on or before December 31, 2026, and renounced to subscribers with an effective date no later than December 31, 2025, in an aggregate amount not less than the gross proceeds raised from the issue of the shares.

What tax-related obligations and risks apply to the flow-through shares?

If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber for any additional taxes payable as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed. The source does not provide further detail on the potential amount of any such additional taxes.

What restrictions and conditions apply to the securities?

The Critical Minerals flow-through shares and National flow-through shares will be subject to a hold period ending on the date that is four months plus one day following the closing date under applicable Canadian securities laws. The securities have not been, and will not be, registered under the United States Securities Act of 1933 or any state securities laws, and may not be offered or sold to, or for the account or benefit of, any person in the United States or any “U.S. person” absent registration or an applicable exemption. Any cash finder’s fee payments to arm’s-length parties would be subject to approval by the TSXV. The placement is also subject to other stated conditions, including necessary regulatory approvals.

What risks does Canterra identify?

Canterra identifies risks associated with possible accidents and mineral exploration operations, unanticipated geological factors, an inability to secure permitting and other governmental clearances, an inability to raise sufficient funds to carry out its business plans, and political uncertainties or regulatory or legal changes. The Company states that actual results and future events could differ materially from its forward-looking statements and that readers should not place undue reliance on them. The source does not provide a quantified assessment of these risks.

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Canterra Minerals Announces Proposed C$5.0 Million Flow-Through Placement for Newfoundland Exploration

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Canterra Minerals Corporation

FSE:DXZB
OTCQB:CTMCF
TSXV:CTM

Canterra Minerals Announces Proposed C$5.0 Million Flow-Through Placement for Newfoundland Exploration

Published Thursday, 04 December 2025, 12:05 PM

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Company: Canterra Minerals Corporation
Listings: FSE:DXZB, OTCQB:CTMCF, TSXV:CTM
Published: Thursday, 04 December 2025, 12:05 PM
Source announcement: globenewswire.com

FAQSIR Generated from this announcement View original release below for safe harbor and regulatory notices

Announcement Summary

Canterra Minerals Corporation (TSXV:CTM) (OTCQB:CTMCF) (FSE:DXZB) announced a non-brokered flow-through private placement involving Critical Minerals and National flow-through shares.

The Private Placement is for gross proceeds of up to C$5.0 million.
Up to 10,000,000 CMFT Shares will be offered at $0.25 per share for gross proceeds of up to C$2,500,000.
Up to 10,869,565 FT Shares will be offered at $0.23 per share for gross proceeds of up to C$2,500,000.
The company intends net proceeds for projects in central Newfoundland, including the Wilding Gold and Buchans Projects.
Qualifying Expenditures must be incurred by December 31, 2026 and renounced with an effective date no later than December 31, 2025.

CRA reductions to Qualifying Expenditures require subscriber tax indemnification. Arm’s-length parties may receive finder’s fees subject to TSXV approval. Shares have a hold period of four months plus one day following closing; US sales require registration or exemption.

Investor FAQs

Canterra Minerals Corporation has announced a non-brokered flow-through private placement consisting of Critical Minerals flow-through shares and National flow-through shares for gross proceeds of up to C$5.0 million. The placement is expected to close on December 23, 2025, or on such other date as agreed between subscribers and the Company, and remains subject to conditions including receipt of all necessary approvals, including approval of the TSX Venture Exchange (the “TSXV”).

Source announcement

Company: Canterra Minerals Corporation
Title: Canterra Minerals Announces $5.0 Million Private Placement to Fund Exploration in Newfoundland
Published: Thursday, 04 December 2025, 12:05 PM
Source site: globenewswire.com

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