What are the terms of the Critical Minerals flow-through share tranche?

Up to 10,940,000 Critical Minerals flow-through shares are to be offered at a price of $0.25 per share for gross proceeds of up to C$2,735,000. Each CMFT Share will comprise one common share issued as a flow-through share designated as a “Critical Mineral flow-through share” within the meaning of the Income Tax Act (Canada).

What are the terms of the National flow-through share tranche?

Up to 12,891,304 National flow-through shares are to be offered at a price of $0.23 per share for gross proceeds of up to C$2,965,000. Each FT Share will comprise one common share issued as a flow-through share designated as a “flow-through share” within the meaning of the Income Tax Act (Canada).

How does Canterra intend to use the proceeds?

The gross proceeds from issuing the CMFT Shares and FT Shares will be used for Canadian exploration expenses and are intended to qualify as “flow-through critical mineral mining expenditures” and “flow-through mining expenditures”, respectively. Canterra intends to use the net proceeds from the Upsized Private Placement for exploration of its projects in central Newfoundland, including its Wilding Gold and Buchans Projects.

What tax-related conditions and obligations apply to the placement?

The Qualifying Expenditures are 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 issuing the CMFT Shares and FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, Canterra will indemnify each subscriber for additional taxes payable as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

When is the placement expected to close, and what restrictions apply to the shares?

The Upsized Private Placement is expected to close on December 23, 2025, or on another date agreed between subscribers and Canterra. Closing is subject to conditions including all necessary approvals, including approval of the TSXV. The CMFT Shares and FT 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.

Are there other risks or costs associated with the announcement?

Canterra may engage arm’s-length parties that could receive a cash finder’s fee or finder’s warrants for securities sold to subscribers introduced by those parties. Any finder’s fee payment is subject to TSXV approval. The Company also identifies risks including accidents and other risks associated with mineral exploration, unanticipated geological factors, an inability to secure permitting or other governmental clearances, an inability to raise sufficient funds to carry out its business plans, and political uncertainties or regulatory or legal changes. The source states that forward-looking statements are subject to actual results and future events differing materially from those anticipated.

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Canterra Minerals Announces Upsized Private Placement for Newfoundland Exploration

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Canterra Minerals Corporation

FSE:DXZB
OTCQB:CTMCF
TSXV:CTM

Canterra Minerals Announces Upsized Private Placement for Newfoundland Exploration

Published Friday, 19 December 2025, 10:05 PM

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Company: Canterra Minerals Corporation
Listings: FSE:DXZB, OTCQB:CTMCF, TSXV:CTM
Published: Friday, 19 December 2025, 10:05 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 an upsized non-brokered flow-through private placement.

The placement seeks up to C$5.7 million in gross proceeds from Critical Minerals flow-through shares and National flow-through shares.
Up to 10,940,000 Critical Minerals flow-through shares will be offered at $0.25 per share for gross proceeds of up to C$2,735,000.
Up to 12,891,304 National flow-through shares will be offered at $0.23 per share for gross proceeds of up to C$2,965,000.
The company intends exploration in central Newfoundland; Qualifying Expenditures will be incurred by December 31, 2026 and renounced by December 31, 2025.
Closing is expected December 23, 2025, or another agreed date, subject to approvals including TSXV approval; finder fees also require TSXV approval.

If CRA reduces the Qualifying Expenditures, the Company will indemnify subscribers for additional taxes payable. Shares have a four-month-plus-one-day hold period and cannot be offered or sold in the United States absent registration or an exemption.

Investor FAQs

Canterra Minerals Corporation (TSXV:CTM) (OTCQB:CTMCF) (FSE:DXZB) has announced an increase to the size of its non-brokered flow-through private placement, previously announced on December 4, 2025. The Upsized Private Placement consists of Critical Minerals flow-through shares and National flow-through shares, with increased total gross proceeds of up to C$5.7 million. It remains subject to conditions, including receipt of all necessary approvals, including approval of the TSX Venture Exchange.

Source announcement

Company: Canterra Minerals Corporation
Title: Canterra Minerals Announces Increase to Private Placement to Fund Exploration in Newfoundland
Published: Friday, 19 December 2025, 10:05 PM
Source site: globenewswire.com

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