Vancouver, British Columbia – July 11, 2025 – Terra Balcanica Resources Corp. (“Terra” or the “Company”) (CSE:TERA; FRA:UB10) announces the closing of the first tranche of its non-brokered, listed issuer financing placement utilizing the Listed Issuer Financing Exemption (the “Private Placement” or the “Offering”) for gross proceeds of CAD 814,914 through the issuance of 8,149,141 units (each, a “Unit”) at a purchase price of CAD 0.10 per Unit. Each Unit consists of one common share of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant may be exercised to purchase one Common Share (“Warrant Share”) at an exercise price of CAD 0.20 per Warrant Share for a period of 24 months from the closing date of the Private Placement or the respective tranches (the “Closing Date”). Finder’s fees of CAD 28,000 were paid.
The Company also announces that it has extended the final closing of the Private Placement to raise total gross proceeds of up to CAD 1,117,495 until August 11, 2025. A second amended and restated offering document has been filed under the Company’s profile on www.sedarplus.ca and on the Company’s website at www.terrabresources.com. The Private Placement is subject to the approval of the Canadian Securities Exchange (the “CSE”). Further details regarding the Private Placement can be found in the Company’s press release dated April 16, 2025.
Aleksandar Mišković, President and CEO of the Company, stated:
We are pleased to have secured the funds to commence the Phase III drill campaign at Viogor-Zanik and aim to raise the balance as soon as possible. Of note is the significant participation of Dundee Corporation in the current financing round which, given Dundee’s recent acquisition of the well-known Vareš silver mine from Adriatic Metals in Bosnia, should be seen as a sign of interest and recognition of the work Terra has done to date.
Aleksandar Mišković, President and CEO of the Company (the “Insider”), acquired 300,000 Units under the first tranche of the Offering. The issuance of the Units to the Insider constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). By virtue of the Insider’s participation in the Offering, the percentage of the Company’s outstanding securities held by the Insider has not materially changed. The Company is relying on the exemptions from the valuation requirement and minority approval requirement of subsections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Insider’s participation is not more than 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Insider’s participation in the Offering was approved by the directors of the Company who are independent in connection with such transaction. No director of the Company expressed any materially contrary views or abstained from voting in this regard.
Subject to compliance with applicable regulatory requirements, the Private Placement is being conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions. Securities issued to purchasers pursuant to the Private Placement will not be subject to a hold period pursuant to applicable Canadian securities laws. There is a second amended and restated offering document pertaining to the Private Placement that can be accessed under the Company’s profile on www.sedarplus.ca and on the Company’s website at www.terrabresources.com. Prospective investors should read this second amended and restated offering document before making an investment decision.
Exercise of First Year of Uranium Option Agreement
Pursuant to the definitive option agreement signed on July 3, 2024 with Fulcrum Metals Plc. and Fulcrum Metals (Canada) Ltd. (collectively “Fulcrum”) (the “Agreement”), Terra has elected to exercise its right to satisfy the Year One option terms required for Terra to earn a 100% interest in Fulcrum’s Charlot-Neely Lake, Fontaine Lake, Snowbird and South Pendleton license clusters located along the northern and southeastern margins of the prolific Athabasca Basin. In consideration for exercising the Year One option terms, Terra will pay Fulcrum CAD 50,000 in cash and issue Fulcrum Metals (Canada) Ltd. CAD 350,000 worth of Terra Common Shares at the volume weighted average price for the ten trading days prior to the date of issuance, subject to CSE minimum pricing requirements. The Common Shares of the Company issued in connection with the Agreement are subject to a four-month hold period from the date of issuance in accordance with applicable securities laws in Canada and the policies of the CSE. Further details regarding the Agreement can be found in the Company’s press release dated July 3, 2024.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Terra Balcanica
Terra Balcanica is a polymetallic and energy metals exploration company with a portfolio of large-scale mineral systems in the Balkans of Southeastern Europe and the northern Canadian province of Saskatchewan. The Company holds a 90% interest in the Viogor-Zanik Project in Eastern Bosnia and Herzegovina. The Canadian assets comprise a 100% optioned portfolio of uranium-bearing licenses at the edge of the world-renowned Athabasca Basin: Charlot-Neely Lake, Fontaine Lake, Snowbird and South Pendleton. The Company places strong emphasis on responsible engagement with local communities and stakeholders. It is committed to proactively implementing Good International Industry Practice (GIIP) and sustainable health, safety and environmental management.
On behalf of the Board of Directors
Terra Balcanica Resources Corp.
“Aleksandar Mišković”
Aleksandar Mišković
President and CEO
For further information, please contact Aleksandar Mišković at amiskovic@terrabresources.com, +1 (514) 796-7577, or visit www.terrabresources.com/en/news.
Cautionary Statement
This press release contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively, “forward-looking statements”). The use of terms such as “will”, “intends” and similar expressions are intended to identify forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, the use of proceeds from the Offering. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the ability to obtain regulatory approval for the Offering, volatility and sensitivity to market prices, volatility and sensitivity to capital market fluctuations and metal price fluctuations. Such forward-looking statements should not be unduly relied upon. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. The Company does not undertake to update these forward-looking statements, except as required by law.
