Terra Balcanica Closes First Tranche While Extending LIFE Offering and Exercises First Year of Option Agreement
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Vancouver, British Columbia, July 11, 2025 (GLOBE NEWSWIRE) -- Terra Balcanica Resources Corp. (“Terra” or the “Company”) (CSE:TERA; FRA:UB1) is pleased to announce the closing of the first tranche of its non-brokered, listed issuer financing exemption private placement (the “Private Placement” or “Offering”) for gross proceeds of C$814,914 through the issuance of 8,149,141 units (each a “Unit”) at a purchase price of C$0.10 per Unit. Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to purchase one Common Share (“Warrant Share”) at an exercise price of C$0.20 per Warrant Share for a period of 24 months from the closing date of the Private Placement or its respective tranches (the “Closing Date”). Finders’ fees in the amount of $28,000 were paid.
The Company also announces that it is extending the final Closing Date of the Private Placement, to raise up to total gross proceeds of C$1,117,495, to on or before August 11th, 2025. A second amended and restated offering document has been filed on under the Company’s profile at the www.sedarplus.ca website and on the Company’s webpage at www.terrabresources.com. The Private Placement is subject to the approval by the Canadian Securities Exchange (the “CSE”). See the Company’s press release dated April 16th, 2025 for further details regarding the Private Placement.
Aleksandar Mišković, President and CEO of the Company commented: “We are pleased to have secured the funds to start executing the Phase III drill campaign at Viogor-Zanik as we aim to close the remaining amount as soon as possible. It is worth highlighting a significant participation of Dundee Corporation in the current round as a sign of interest and approval of the work done by Terra thus far considering Dundee’s recent acquisition of the Adriatic Metals’ well known Vareš silver mine in Bosnia.”
Aleksandar Mišković, President and CEO of the Company (the “Insider”), purchased 300,000 Units as part of the first tranche of the Offering. The issuance of the Units to the Insider constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). There has not been a material change in the percentage of the outstanding securities of the Company that are owned by the Insider as a result of his participation in the Offering. The Company is relying on the exemption from the valuation requirement and minority approval requirement pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Insider participation does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The participation by the Insider in the Offering was approved by directors of the Company who are independent in connection with this transaction. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
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. The securities issued to purchasers in the Private Placement will not be subject to a hold period under applicable Canadian securities laws. There is a second amended and restated offering document related to the Private Placement that can be accessed under the Company’s profile at the www.sedarplus.ca website and on the Company’s webpage at www.terrabresources.com. Prospective investors should read this second amended and restated offering document before making an investment decision.
Exercising 1st Year of the Uranium Option Agreement
Pursuant to the definitive option agreement signed with Fulcrum Metals Plc. and Fulcrum Metals (Canada) Ltd. (collectively “Fulcrum”) on the 3rd of July, 2024 (the “Agreement”), Terra has determined to exercise its right to complete the 1st year of the option conditions required for Terra to acquire a 100% interest in the Fulcrum’s Charlot-Neely Lake, Fontaine Lake, Snowbird, and South Pendleton licence clusters located along northern and southeastern margins of the renowned Athabasca Basin. In consideration for exercising the 1st year of the option conditions, Terra will pay Fulcrum C$50,000 in cash and issue Fulcrum Metals (Canada) Ltd. C$350,000 of Terra common shares at the 10-day volume weighted average trading price ending three trading days prior to the date of issuance, subject to the minimum pricing requirements of the CSE. The common shares of the Company issued in connection with the Agreement are subject to a hold period of four months from the date of issuance in accordance with applicable securities laws in Canada and the policies of the CSE. See the Company’s press release dated July 3, 2024 for further details regarding the Agreement.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the 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 the Company
Terra Balcanica is a polymetallic and energy metals exploration company targeting large-scale mineral systems in the Balkans of southeastern Europe and northern Saskatchewan, Canada. The Company has a 90% interest in the Viogor-Zanik Project in eastern Bosnia and Herzegovina. The Canadian assets comprise a 100% optioned portfolio of uranium-prospective licences at the outskirts of the Athabasca basin: Charlot-Neely Lake, Fontaine Lake, Snowbird, and South Pendleton. The Company emphasizes 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 the complete information on this news release, please contact Aleksandar Mišković at amiskovic@terrabresources.com, +1 (514) 796-7577 or visit www.terrabresources.com/en/news.
Cautionary Statement
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of any of the words “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 terms and completion of the Private Placement, and the anticipated Closing Date, and the completion of the option conditions under the Agreement. 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. These 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 Private Placement; the state of the equity financing markets in Canada and other jurisdictions; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; and fluctuations in metal prices. 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 the expectations reflected in those 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.
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