Magna Terra Update on the Acquisition of ExploreCo and Oversubscribed Concurrent Financing

TORONTO, July 13, 2020 (GLOBE NEWSWIRE) -- Magna Terra Minerals Inc. (the "Company" or "Magna Terra") (TSX-V: MTT) is pleased to announce that it has been granted approval by the TSX Venture Exchange ("TSXV"), regarding a restructuring of the terms of the previously announced (see news release dated May 8, 2020) non-brokered private placement (the "Offering") in conjunction with its previously announced acquisition of all of the issued and outstanding common shares of 2647102 Ontario Inc. ("ExploreCo"), a wholly-owned subsidiary of Anaconda Mining Inc. ("Anaconda") (the "Acquisition"), along with a 30 days extension from the TSXV for the closing of the Acquisition and reverse take-over transaction (the "Reverse Takeover") to August 27, 2020) as described below.

As previously disclosed by the Company, ExploreCo owns a 100% interest in the Cape Spencer Project situated in New Brunswick and the Great Northern and Viking Projects situated in Newfoundland and Labrador (the "ExploreCo Assets").

Update on the Acquisition and Concurrent Private Placement

Due to significant demand, the Company applied for and received approval from the TSXV to ?upsize' the amount, and restructure the terms of its previously announced non-brokered private placement, and the book is now closed. The company will now raise gross proceeds of $4.965 million as follows on a post consolidation basis:  (i) flow-through common shares (the "FT Shares") at a price of $0.25 per share for gross proceeds of $155,000 (620,000 FT Shares); (ii) Common Share Units (the "Units") at a price of $0.20 per Unit for gross proceeds of $2.2 million (11 million units). Each Unit is comprised of one common share and one-half of one share purchase warrant (each whole warrant being a "Warrant"), each Warrant entitling the holder thereof to purchase one additional common share of the Company at a price of $0.30 per share for a period of 24 months following the closing; (iii) Charity Flow Through Units (the "Charity FT Units") at a price of $0.29 per unit for gross proceeds of $2.61 million. Each Charity FT Unit is comprised one flow through common share and one-half of one common share purchase warrant (each whole warrant being a "Warrant"), each Warrant entitling the holder thereof to purchase one additional common share of the Company at a price of $0.30 per share for a period of 24 months following the closing. Closing of the Offering is expected to occur on or before July 30, 2020, and is conditional upon (i) the closing of the Acquisition; and (ii) the receipt of all required regulatory approvals including, without limitation, the approval of the TSXV for the Acquisition, Reverse Takeover and the Offering.

"We are delighted at the overwhelming demand we have received for this financing, in support of our acquisition of the ExploreCo portfolio from Anaconda. The regional exploration success that companies like Galway Metals (Clarence Stream Project, NB), Marathon Gold (Valentine Lake, NFLD) and our colleagues at Anaconda (Goldboro, NS, and Point Rousse, NFLD) are having, and of course the successful acquisition of Atlantic Gold (Moose River, NS) by St. Barbara, just to mention a few; have brought deserved attention to the world class exploration opportunities that lie within the Appalachian gold belts. Significant opportunity remains as this region remains woefully underexplored when compared to the Abitibi or Red Lake gold camps in Quebec and Ontario. We are excited to get boots on the ground and commence our exploration programs with a view to becoming the next Atlantic Canada exploration success story. Upon closing we will undertake preliminary field work at both the Cape Spencer Project in New Brunswick and the Great Northern Project in Newfoundland that will culminate in phase 1 drill programs at each project in the early fall. Strict adherence to Provincial health guidelines around COVID-19 will be followed, to ensure the health and safety of our personnel and the communities where we will be operating."

- Lew Lawrick, President & CEO, Magna Terra Minerals Inc. 

The Company expects to proceed with the closing of the Offering, Acquisition and Reverse Takeover on or about July 30, 2020. All transactions remain subject to the final approval of the TSXV.

About Magna Terra

Magna Terra Minerals Inc. is a precious metals focused exploration company, headquartered in Toronto, Canada. With the closing of the ExploreCo Acquisition, Magna Terra will have 2 district-scale, advanced gold exploration projects in the world class mining jurisdictions of New Brunswick and Newfoundland and Labrador. 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.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and disinterested shareholder approval by the shareholders of Magna Terra. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular dated January 27, 2020, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Magna Terra should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither 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

Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential mineralization) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure by the parties to complete the Acquisition, the possibility that future exploration results will not be consistent with the Company's expectations, changes in world gold markets or markets for other commodities, and other risks disclosed in the Circular and the Company's public disclosure record on file with the relevant securities regulatory authorities. Any forward-looking statement speaks only as of the date on which it is made and except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.