Terra Clean Energy Announces Changes to the Board of Directors, Share Consolidation

TERRA CLEAN ENERGY CORP. (“ Terra ” or the “ Company ”) (CSE: TCEC, OTCQB: TCEFF , FSE: T1KC ) , is pleased to announce that Greg Cameron and Tony Wonnacott have been appointed to the board of directors of the Company.

Messrs. Cameron and Wonnacott fill vacancies created by Andrew Brown and Mark Ferguson, each of which have resigned from their roles with the Company. The board of directors would like to thank Messrs. Brown and Ferguson for their service to the Company and wish them well in their future endeavors.

Mr. Cameron brings extensive capital markets experience in business development, strategy, acquisitions and divestitures as well as corporate restructurings. He was a former Senior Investment Banker at leading Canadian and International Investment Banks including Canaccord Genuity, Orion Securities and Macquarie. He currently is the Managing Director of Colby Capital Limited, a private merchant bank in Toronto. Mr. Cameron has spent the past two decades serving on numerous public and private company boards from startups to seasoned public companies, having helped raise hundreds of millions in financings.

Mr. Wonnacott is a corporate securities lawyer based in Toronto, Ontario with over 25 years of experience. He is a member of the Law Society of Upper Canada and holds a B.Comm. (cum laude) from Saint Mary’s University and an LL.B. from Dalhousie University. He began his career at a major Toronto law firm in the banking and securities field before moving to work as a legal consultant for a number of companies, primarily in the mining and resource industry. As a consultant, officer and director of several of these companies, Mr. Wonnacott has been involved with the successful listings of private companies, the outright sale of a company for approximately $750 million and capital raisings in excess of $1 billion.

“I’m pleased to welcome Greg and Tony to the board, their track records are impressive,” said Alex Klenman, CEO. “Their commitment to creating value for shareholders is evident, and their appointments to our board represent a significant step forward for the Company. We have a generational opportunity in uranium, and they recognize the unique proposition Terra presents. Their additions greatly strengthen our leadership team and position the Company for success as we move into 2025,” continued Mr. Klenman.

Greg Cameron added “I’m excited to join the board of Terra and assist in the recapitalization of the Company to better position it for the future. It’s an exciting time in the uranium market and I feel Terra is a unique opportunity to invest in a micro- cap company that has a historical resource in a good jurisdiction. “

Consolidation and Financing

The Company also announces that intends to conduct a financing (the “ Financing ”) on a private placement basis. The terms for the Financing have not yet been determined and the Company will issue a further news release once finalized. The Company anticipates the Financing will result in the issuance of more than one hundred percent of the current outstanding share capital of the Company. As a result, the Company will be required to obtain shareholder approval for the Financing in accordance with the policies of the Canadian Securities Exchange. The Company intends to obtain such approval through the written consent of the holders of the majority of its outstanding common shares.

In preparation for the Financing, the Company intends to consolidate (the “ Consolidation ”) its common share capital on a four-for-one basis. The Company currently has 39,689,744 common shares outstanding. Following completion of the Consolidation, and prior to completion of the Financing, the Company will have approximately 9,922,436 common shares outstanding.

No fractional shares will be issued under the Consolidation. The holdings of any shareholder who would otherwise be entitled to receive a fractional share as a result of the Consolidation shall be rounded to the nearest whole number and no cash consideration will be paid in respect of fractional shares. The Company will provide further information regarding the effective date of the Consolidation once it becomes available. Completion of the Consolidation is not conditional upon completion of the Financing, and there can be no guarantee that either will proceed. Completion of the Consolidation remains subject to regulatory approval.

Qualified Person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed on behalf of the company by C. Trevor Perkins, P.Geo., a Consulting Geologist for the Company, and a Qualified Person as defined by National Instrument 43-101.

About Terra Clean Energy Corp.

Terra Clean Energy (formerly Tisdale Clean Energy Corp) is a Canadian-based uranium exploration and development company. The Company is currently developing the South Falcon East uranium project, which holds a historical 6.96M pound inferred uranium resource within the Fraser Lakes B uranium/thorium deposit, located in the Athabasca Basin region, Saskatchewan, Canada.

The historical resource is described in the Technical Report on the South Falcon East Property, filed on sedarplus.ca on February 9, 2023. The Company is not treating the resource as current and has not completed sufficient work to classify the resource as a current mineral resource. While the Company is not treating the historical resource as current, it does believe the work conducted is reliable and the information may be of assistance to readers.

ON BEHALF OF THE BOARD OF TERRA CLEAN ENERGY CORP.

“Alex Klenman”

Alex Klenman, CEO

Neither the Canadian Securities Exchange nor its regulation services provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules, and regulations.

For further information please contact:

Alex Klenman, CEO

info@tcec.energy

Terra Clean Energy Corp

Suite 2200, HSBC Building, 885 West Georgia St.
Vancouver, BC V6C 3E8 Canada

www.tcec.energy

Source

Click here to connect with TERRA CLEAN ENERGY CORP. (CSE: TCEC, OTCQB: TCEFF , FSE: T1KC )to receive an Investor Presentation

cse:tcec uranium investing uranium exploration uranium stocks cse stocks

TCEC:CC

Terra Clean Energy Corp. Announces Agreement to Earn 100% Interest in 75 Past Producing Uranium Claims on The San Rafael Swell, Utah, United States

Terra Clean Energy CORP. (" Terra " or the " Company ") (CSE: TCEC,OTC:TCEFF, OTCQB: TCEFF FSE: 9O0) is pleased to announce terms to acquire up to a 100% interest in 75 uranium claims in Emery County, Utah, United States.

Transaction Highlights

Nine Past Producing Uranium mines covered on the Claims having produced several hundred thousand tons of ore grading up to 1% U308

Visible Uranium, Vanadium, Copper and Cobalt at Surface with numerous uranium readings up to 21,000 CPS equating to grades .22% U308

Close Proximity to major roads with good year round access, power and a uranium mill located within a 75 mile drive

Strong Government support for nuclear power and uranium mining projects and a stated objective to reduce reliance on foreign nuclear fuel

Staged earn-in allows the company to optimize exploration programs

Provides Terra shareholders exposure to two North American assets both with near surface Uranium opportunities in low-risk jurisdictions

Greg Cameron stated "One of my stated goals with Terra was to add another low-risk uranium project to the Company and this transaction does just that. Having toured the properties with our VP Exploration, it is clear from the moment you arrive you are in a uranium district with many old workings, adits, shafts and old infrastructure. I am excited to see work begin this fall and believe there to be a clear path to add significant value for our shareholders."

Rationale Behind the Acquisition

Green Vein Mesa and Wheal Anne Claims offer exposure to uranium projects in the USA with excellent upside in a significant historical uranium district. Terra has made a strategic decision to acquire the Green Vein Mesa and Wheal Anne Claims due to the belief there is more minable uranium present. It is important to note that the encompassing claims have a production history. Both sets of claims are in ideal locations, situated near main roads, secondary roads and have access to power and water sources. In the past, mining operations focused on ore found at or near surface. The process of oxidation led to the formation of various secondary uranium minerals. The Trump Administration has recently enacted historic policies designed to accelerate nuclear power and uranium mining activity in the country"

"This initial project in San Rafael Swell offers significant upside as it is clear that these old mines were abandoned in the 1970's due to a uranium market collapse not because they ran out of uranium to mine," stated Greg Cameron, CEO of Terra. "We believe strongly that we can expand on the previous work through modern exploration technologies like 3D modelling" added Trevor Perkins VP Exploration.

Project Overview

The San Rafael Swell is a large, uplifted, doubly-plunging anticline in east-central Utah and the Swell forms part of, but contrasts with the surrounding flat-lying rocks, of the Colorado Plateau, a significant uranium mining district in the Western United States. Historical uranium production was undertaken in the region between the late 1940's into the 1970's. No significant work has been completed in the region in the past 50 years.

The rocks in the San Rafael Swell are predominately sedimentary (Pennsylvanian through Cretaceous), including Triassic and Jurassic formations that are known to host uranium. The project area is underlain by Triassic aged sedimentary rocks of the Moenkopi and Chinle formations. The Chinle outcrops in a continuous belt around the San Rafael Swell and on isolated buttes through the center of the swell. It is widely believed that volcanic ash is the source of uranium for many deposits in the swell. All existing mines and prospects in the Chinle are in the lower, bentonitic part of the Chinle in channel-fill sandstone and surrounding siltstones of the lower Chinle Formation. . In the Green Vein Mesa area these occur as scour channel fill at the contact with the underlying Moenkopi Formation.

The project is separated into two claim groups 10 km apart. The Wheal Anne Claim Group is the southwest of the two and encompasses approximately 130 hectares covering the former producing Lucky Strike Mine and related uranium occurrences. The Lucky Strike Mine was discovered in 1949 and produced more than 10,000 tons of ore grading 0.22% U ₃ O ₈ and 0.09% V ₂ O ₅ . ¹

The Green Vein Mesa Claim Group to the northeast encompasses approximately 300 hectares and covers the former producing Payday Mine, Hertz Mine, and Green Vein group of mines. Production numbers for these mines were not located, however the Hertz Mine reportedly had local samples up to 1% U ₃ O ₈ . ²

Figure 1: Map of the San Rafael Swell from the Utah Geological Survey. The Wheal Anne and Green Vein Mesa Claim Group locations are shown by the red stars.

Please click to view image

Figure 2: Overview of the Wheal Anne (West)and Green Vein Mesa (East) Claim Groups

Please click to view image

Figure 3: The Wheal Anne Claim Group, covering the historical Lucky Strike and Commonwealth Uranium Mines and showings.
Please click to view image

Figure 4: The Green Vein Mesa Claim Group, covering the historical Payday, Hertz, Green Vein Group, and Green Vein #5 Uranium Mines.
Please click to view image

Figure 5: Uraninite vein near the Payday Mine workings.
Please click to view image

Figure 6: Green Vein Group Mine workings and ore chute.
Please click to view image

Transaction Overview

To earn its respective interests in each of the Wheal Anne Claims and the Green Vein Mesa, the Company would be required to make the following cash payments, common share issuances and incur exploration expenditures on the respective claims as follows:

Wheal Anne Claims

	Cash Payment	Share Issuance	Exploration Expenditures
To earn a 20% interest	USD$20,000 on execution of definitive agreement	500,000 common shares within five business days of the execution of definitive agreement	Incur USD$100,000 in expenditures on or before the 1 ^st year anniversary of the execution of definitive agreement
To earn a 40% interest	Additional USD$33,333 on or before the 1 ^st year anniversary of the execution of definitive agreement	Additional 500,000 common shares on or before the 1 ^st year anniversary of the execution of definitive agreement	Incur additional USD$33,333 in expenditures on or before the 2 ^nd year anniversary of the execution of definitive agreement
To earn a 60% interest	Additional USD$46,666 on or before the 2 ^nd year anniversary of the execution of definitive agreement	Additional 500,000 common shares on or before the 2 ^nd year anniversary of the execution of definitive agreement	Incur additional USD$33,333 in expenditures on or before the 3 ^rd year anniversary of the execution of definitive agreement
To earn an 80% interest	Additional USD$60,000 on or before the 3 ^rd year anniversary of the execution of definitive agreement	Additional 500,000 common shares on or before the 3 ^rd year anniversary of the execution of definitive agreement	Incur additional USD$33,334 in expenditures on or before the 4 ^th year anniversary of the execution of definitive agreement
To earn a 100% interest	Additional USD$73,333 on or before the 4 ^th year anniversary of the execution of definitive agreement	Additional 500,000 common shares on or before the 4 ^th year anniversary of the execution of definitive agreement	Incur additional USD$33,333 in expenditures on or before the 5 ^th year anniversary of the execution of definitive agreement

** Subject to the retention by the Vendors of a two percent (2%) net royalty on the Wheal Anne Claims (the " Wheal Anne Royalty "), with Terra Clean having the option to purchase fifty percent (50%) of the Wheal Anne Royalty at any time by making a total cash payment to the Vendors in the amount of USD$666,666.

Green Vein Mesa Claims

	Cash Payment	Share Issuance	Exploration Expenditures
To earn a 20% interest	USD$10,000 on execution of definitive agreement	250,000 common shares within five business days of the execution of definitive agreement	Incur USD$50,000 in expenditures on or before the 1 ^st year anniversary of the execution of definitive agreement
To earn a 40% interest	Additional USD$16,667 on or before the 1 ^st year anniversary of the execution of definitive agreement	Additional 250,000 common shares on or before the 1 ^st year anniversary of the execution of definitive agreement	Incur additional USD$13,334 in expenditures on or before the 2 ^nd year anniversary of the execution of definitive agreement
To earn a 60% interest	Additional USD$23,334 on or before the 2 ^nd year anniversary of the execution of definitive agreement	Additional 250,000 common shares on or before the 2 ^nd year anniversary of the execution of definitive agreement	Incur additional USD$13,334 in expenditures on or before the 3 ^rd year anniversary of the execution of definitive agreement
To earn an 80% interest	Additional USD$30,000 on or before the 3 ^rd year anniversary of the execution of definitive agreement	Additional 250,000 common shares on or before the 3 ^rd year anniversary of the execution of definitive agreement	Incur additional USD$13,334 in expenditures on or before the 4 ^th year anniversary of the execution of definitive agreement
To earn a 100% interest	Additional USD$36,667 on or before the 4 ^th year anniversary of the execution of definitive agreement	Additional 250,000 common shares on or before the 4 ^th year anniversary of the execution of definitive agreement	Incur additional USD$13,334 in expenditures on or before the 5 ^th year anniversary of the execution of definitive agreement

** Subject to the retention by the Vendors of a two percent (2%) net royalty on the Green Vein Mesa Claims (the " Green Vein Royalty "), with Terra Clean having the option to purchase fifty percent (50%) of the Green Vein Royalty at any time by making a total cash payment to the Vendors in the amount of USD$333,334.

The agreements to acquire an interest in each of the Wheal Anne Claims and the Green Vein Mesa Claims remains subject to the receipt of all regulatory approvals, including the approval of the Canadian Securities Exchange.

All securities issued in connection with these agreements would be subject to a four-month plus one day hold period from the date of issuance in accordance with applicable securities laws.

About Terra Clean Energy Corp.

Terra Clean Energy is a Canadian-based uranium exploration and development company. The Company is currently developing the South Falcon East uranium project within the Fraser Lakes B Uranium Deposit, located in the Athabasca Basin region, Saskatchewan, Canada as well as developing past producing Uranium mines in the San Rafael Swell Emery County, Utah, United States

ON BEHALF OF THE BOARD OF Terra Clean Energy CORP.

"Greg Cameron"
Greg Cameron, CEO

Qualified Person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101, reviewed and approved on behalf of the company by C. Trevor Perkins, P.Geo., the Company's Vice President, Exploration, and a Qualified Person as defined by National Instrument 43-101.

* The historical results, production, and interpretation described here in have not been verified and are extracted from US Geological Survey reports. The Company has not completed sufficient work to confirm and validate any of the historical data contained in this news release. The historical work does not meet NI 43-101 standards. The Company considers the historical work a reliable indication of the potential of the San Rafael Swell and the information may be of assistance to readers. Information collected during a site visit in September 2025 was collected using an RS-225 "Super-Spec" Spectrometer manufactured, inspected and calibrated in 2025.

Forward-Looking Information

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information, including statements regarding the potential development of mineral resources and mineral reserves which may or may not occur. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and general economic and political conditions. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary approvals, including governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, other than as required by applicable laws. For more information on the risks, uncertainties and assumptions that could cause our actual results to differ from current expectations, please refer to the Company's public filings available under the Company's profile at www.sedarplus.ca .

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

Greg Cameron, CEO
info@tcec.energy

Terra Clean Energy Corp
Suite 303, 750 West Pender Street
Vancouver, BC V6C 2T7
www.tcec.energy

News Provided by GlobeNewswire via QuoteMedia

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Trading on a Consolidated Basis/Négociation sur une Base Consolidée :	le 4 DEC 2024
Record Date/Date d'Enregistrement :	le 4 DEC 2024
Anticipated Payment Date/Date de Paiement Prévue :	le 4 DEC 2024
Symbol/Symbole :	TCEC
NEW/NOUVEAU CUSIP :	88100M 20 4
NEW/NOUVEAU ISIN :	CA 88100M 20 4 0
Old/Vieux CUSIP & ISIN :	88100M105/CA88100M1059

Effective Date/ Date Effective :	le 3 OCT 2024
Symbol/ Symbole :	TCEC
New CUSIP/ Nouveau CUSIP :	88100M 10 5
New ISIN/ Nouveau ISIN :	CA 88100M 10 5 9
Old/Vieux CUSIP & ISIN :	88825J106/CA88825J1066

Terra Clean Energy Announces Changes to the Board of Directors, Share Consolidation

Terra Clean Energy Investor Kit

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Investor Insight

Overview

Company Highlights

Key Project

South Falcon East – Fraser Lakes B Deposit

Management Team

Greg Cameron – President, CEO and Director

C. Trevor Perkins – VP, Exploration

Alex Klenman – Director

Tony Wonnacott – Director

Brian Shin – CFO

Jordan Trimble – Technical Advisor

Investor Insight

Overview

Company Highlights

Technology Platform

Blockchain Infrastructure: Etherlink, Powered by Tezos

Digital Custody: Archax

Physical Supply: Curzon Uranium

Physical uranium storage: Cameco

Global competition for nuclear fuel

Uranium-related financial instruments, such as ETFs, have outperformed bitcoin this year.

What to know:

Spot Uranium ETF outshines BTC

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