Magna Terra upsizes private placement to $3.75 million

Toronto, Ontario--(Newsfile Corp. - September 3, 2026) - Magna Terra Minerals Inc . (TSXV: MTT) (the " Company " or " Magna Terra ") is pleased to announce that due to significant investor interest, the Company has upsized its previously announced private placement (the " Offering ") (refer to the news release dated September 1, 2026) by $1.75 million for total gross proceeds of up to $3.75 million.

The fully subscribed Offering will now consist of an issuance of up to 8,421,056 premium flow-through common shares of the Company at a price of $0.2375 per premium flow-through common share and up to 10,000,000 common shares of the Company at a price of $0.175 per common share. Of note, the Company is pleased that Mr. Michael Gentile, its largest shareholder (17%) will participate in the Offering.

The gross proceeds from the issuance of the premium flow-through common shares will be used to incur "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the Company's mineral exploration projects, primarily for exploration programs at the Company's Humber and Shellbird Projects in western Newfoundland and the Prospect Or's Dream, Rocky Brook, and Cape Spencer Projects in New Brunswick. The gross proceeds from the issuance of the common shares will be used for general working capital purposes.

The Company expects that insiders of the Company will be participating in the Offering. Insider subscriptions are considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101 as (i) the Company's securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; and (ii) neither the fair market value of the common shares to be distributed in the Offering nor the consideration to be received by the Company for the common shares, insofar as insider participation is concerned, exceeds $2,500,000.

In connection with the Offering, the Company may pay finder's fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a regulatory four month and one day hold period. The Offering is subject to approval by the TSX Venture Exchange.

About Magna Terra

Magna Terra Minerals Inc. is a precious and critical metals focused exploration company, headquartered in Toronto, Canada. Magna Terra is focused on acquiring and advancing its high-potential mineral projects in Atlantic Canada and Argentina while generating value for shareholders and minimizing shareholder dilution through option and joint venture partnerships where appropriate; leveraging our ability to explore, grow, and transact projects. The Company is focused on exploring our 100%-owned Humber Copper-Cobalt Project in Newfoundland and Labrador; our 100% owned Rocky Brook Gold and Critical Metals Project in the historic Bathurst Mining Camp of New Brunswick; the recently acquired Prospect Or's Dream Gold Project, and our 100%-owned Cape Spencer Gold Project in New Brunswick. In addition, the Company has optioned the Great Northern Project in Newfoundland to Gold Hunter Resources Inc. ("Gold Hunter") for total cash and share consideration of $10.075 million over a 4-year period, and currently holds an approximate 19% equity interest in Gold Hunter. The Company has also optioned the Luna Roja Project in Argentina to Lunex Metals Corp (formerly Andean Metals Corp.) for total cash and share consideration of $2.375 million over a 4-year period. Further, the Company maintains a significant exploration portfolio in the province of Santa Cruz, Argentina which includes its large 100% owned Boleadora Project, as well as several additional district scale drill ready projects available for purchase or option/joint venture.