| May 26, 2006
Minterra Resource Corp. Announces Closing of $3.5 Million Private Placement
Minterra Resource Corp. (the "Company") is pleased to announce that it has closed its previously announced private placement raising gross proceeds of $3,500,000. Through the efforts of a syndicate led by Bolder Investment Partners, Ltd. and including Canaccord Capital Corporation and Haywood Securities Inc (the "Agents"), the Company raised gross proceeds of $3,327,500 through the issuance and sale of 13,310,000 units at a price of $0.25 per unit (a "Unit"). Each Unit consists of one common share and one half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.30 until May 26, 2008. However, in the event that the common shares of the Company trade on the TSX Venture Exchange (or, if such shares are no longer listed on the TSX Venture Exchange, on such other stock exchange on which such shares are listed) at or above a weighted average trading price of $0.50 per common share for a period of 20 consecutive trading days at any time after September 27, 2006, the Company may accelerate the expiry date of all, but not less than all, of the warrants by giving notice to the holders, and issuing a news release on the date of such notice publicly announcing such acceleration, and in such case the warrants will expire on the 30th day after the date on which such notice is given by the Company. The Company also closed the non-brokered portion of the private placement for gross proceeds of $172,500 through the issuance and sale of 690,000 Units of the Company. The Company will use the net proceeds from the placements to complete further drilling at the Elder Creek (Cortez Trend) and Eden (West Nevada Rift) gold projects in Nevada, to continue exploration at the Golden Snow and Agate Pass gold projects in the Cortez Trend of Nevada as well as for general corporate purposes. In connection with the placement, the Company paid the Agents a commission of 8% of the gross proceeds of the private placement raised by the Agents. Pursuant to the terms of the private placement, the Agents elected to receive $176,116.25 in cash and 360,335 in units with the same attributes as described above. The Agents also received warrants of the Company entitling the Agents to purchase 1,331,000 common shares of the Company; such number of common shares being equal to 10% of the number of units sold by the agents in the private placement at an exercise price of $0.30 per share for a period of 2 years from the closing date. The shares and warrants issued in the placement will be subject to a four-month "hold period" under applicable Canadian securities legislation expiring on September 27, 2006. About Minterra
Minterra is a gold exploration company based in Vancouver, British Columbia. It is focused on gold exploration in the Great Basin of Nevada and currently has 14 projects in the Cortez and Carlin Trends of Nevada, as well as the Western Nevada Rift.
ON BEHALF OF THE BOARD OF DIRECTORS OF MINTERRA RESOURCE CORP.
"JOHN W. GREENSLADE"
JOHN W. GREENSLADE, PRESIDENT
For further information please contact John Greenslade, President, at (604) 687-6690 Investor Relations: Denby Greenslade (604) 687-6690.
The statements made in this News Release may contain certain forward-looking statements. Actual events or results may differ from the Company's expectations. Certain risk factors may also affect the actual results achieved by the Company. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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