Terra Clean Closes $2.5 Million Life Offering
(TheNewswire)
Vancouver B.C.,November 5, 2025 – TheNewswire - TERRA CLEAN ENERGY CORP. (“ Terra ” or the “ Company ”) (CSE: TCEC, OTCQB: TCEFF , FSE: C 9O0) is pleased to announce, that further toits news release dated October 20, 2025, the Company has closed itsnon-brokered private placement offering (the “ Offering ”) issuinga total of 17,641,293 units of the Company (“ Units ”) for grossproceeds of $2,469,781.02. Each Unit consists of one common share inthe capital of the Company (a “ Common Share ”) and one-half of one commonshare purchase warrant (each whole warrant, a “ Warrant ”). Each Warrantentitles the holder to purchase one Common Share at an exercise priceof C$0.17 for a period commencing 60 days following completion of theOffering until the date that is 36 months following the completion ofthe Offering .
The Company intends to use the net proceeds of theOffering to fund a portion of the purchase price of the Utah claims,for future exploration and development costs and general workingcapital and corporate purposes.
Subject to compliance with applicable regulatoryrequirements and in accordance with National Instrument 45-106 - ProspectusExemptions (" NI 45-106 "), theUnits were offered pursuant to the listed issuer financing exemptionunder Part 5A of NI 45-106, as amended by Coordinated Blanket Order45-935 – Exemptions fromCertain Conditions of the Listed Issuer FinancingExemption (collectively, the " Listed Issuer FinancingExemption "). As the Offering was completedpursuant to the Listed Issuer Financing Exemption, the Units issuedpursuant to the Offering will not be subject to a hold period pursuantto applicable Canadian securities laws.
The Company paid finders’ fees to certain arm’slength finders comprising of: (i) total cash of $116,359.60; and; and(ii) 831,140 non-transferrable finder warrants of the Companyexercisable to acquire Common Shares, at an exercise price of C$0.14per Common Share for a period of 36 months from the ClosingDate.
No U.S. Offering or Registration
This news release does not constitute an offer to sellor a solicitation of an offer to buy nor shall there be any sale ofany of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful, including any of thesecurities in the United States. The securities described herein havenot been, and will not be, registered under the United StatesSecurities Act of 1933, as amended (the " 1933 Act ") orany state securities laws and may not be offered or sold within theUnited States or to, or for account or benefit of, U.S. Persons (asdefined in Regulation S under the 1933 Act) unless registered underthe 1933 Act and applicable state securities laws, or an exemptionfrom such registration requirements is available.
About Terra Clean Energy Corp.
Terra Clean Energy Corp. is a Canadian-based uraniumexploration and development company. The Company is currentlydeveloping the South Falcon East uranium project, which holds a 6.96Mpound inferred uranium resource within the Fraser Lakes B Deposit,located in the Athabasca Basin region, Saskatchewan, Canada as well aspast producing uranium mines in Utah, United States.
ON BEHALF OF THE BOARD OF TERRA CLEANENERGY CORP.
“Greg Cameron”
Greg Cameron, CEO
Qualified Person
The technical information in this news release has beenprepared in accordance with the Canadian regulatory requirements setout in National Instrument 43-101, reviewed and approved on behalf ofthe company by C. Trevor Perkins, P.Geo., the Company’s VicePresident, Exploration, and a Qualified Person as defined by NationalInstrument 43-101.
*The historical resource is described in the TechnicalReport on the South Falcon East Property, filed on sedarplus.ca onFebruary 9, 2023. The Company is not treating the resource as currentand has not completed sufficient work to classify the resource as acurrent mineral resource. While the Company is not treating thehistorical resource as current, it does believe the work conducted isreliable and the information may be of assistance to readers.
Forward-Looking Information
This news release contains forward-looking informationwhich is not comprised of historical facts. Forward-lookinginformation is characterized by words such as “plan”,“expect”, “project”, “intend”, “believe”,“anticipate”, “estimate” and other similar words, orstatements that certain events or conditions “may” or “will”occur. Forward-looking information involves risks, uncertainties andother factors that could cause actual events, results, andopportunities to differ materially from those expressed or implied bysuch forward-looking information, including statements regarding theOffering and the potential development of mineral resources andmineral reserves which may or may not occur. Factors that could causeactual results to differ materially from such forward-lookinginformation include, but are not limited to, changes in the state ofequity and debt markets, fluctuations in commodity prices, delays inobtaining required regulatory or governmental approvals, and generaleconomic and political conditions. Forward-looking information in thisnews release is based on the opinions and assumptions of managementconsidered reasonable as of the date hereof, including that allnecessary approvals, including governmental and regulatory approvalswill be received as and when expected. Although the Company believesthat the assumptions and factors used in preparing the forward-lookinginformation in this news release are reasonable, undue reliance shouldnot be placed on such information. The Company disclaims any intentionor obligation to update or revise any forward-looking information,whether because of new information, future events or otherwise, otherthan as required by applicable laws. For more information on therisks, uncertainties and assumptions that could cause our actualresults to differ from current expectations, please refer to theCompany’s public filings available under the Company’s profile atwww.sedarplus.ca.
Neither the CSEnor its Regulation Services Provider (as that term is defined in thepolicies of the CSE) accepts responsibility for the adequacy oraccuracy of this release.
For furtherinformation please contact:
Greg Cameron, CEO
info@tcec.energy
416-277-6174
Terra Clean Energy Corp
Suite 303, 750 West Pender Street
Vancouver, BC V6C 2T7
NOT FOR DISTRIBUTION TO UNITEDSTATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITEDSTATES
Copyright (c) 2025 TheNewswire - All rights reserved.
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