Bonterra Announces Upsize of Brokered Private Placement to Approximately $7.8 Million

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VAL-D'OR, Quebec, April 22, 2024 (GLOBE NEWSWIRE) -- Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that it has entered into an amending agreement with Eight Capital, as lead agent (the “Agent”), to upsize the previously announced private placement. In connection with the upsized offering, the Company will issue up to (i) 21,750,000 units of the Company (the “Units”) and (ii) 5,250,000 Quebec premium flow-through units of the Company (the “FT Units”) at a price of $0.25 per Unit (the “Unit Issue Price”) and $0.445 per FT Unit (the “FT Unit Issue Price”) for aggregate gross proceeds of up to $7,773,750 (the “Offering”).

The Units will be issued , pursuant to the listed issuer financing exemption available under National Instrument 45-106 – Prospectus Exemptions (the “LIFE Offering”) or the “accredited investor” exemption under National Instrument 45-106 – Prospectus Exemptions (the “Private Placement Offering”), in each of the Provinces of Canada other than Quebec. Each Unit will consist of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share at an exercise price of $0.31 for a period of four years from the date of issuance.

The FT Units will consist of (i) one Share, each of which will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec), and (ii) one Warrant, each of which will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec).

The Company has granted the Agent an option to arrange for the sale of up to an additional 3,000,000 Units, at the Unit Issue Price. The Agent’s Option may be exercised in whole or in part at any time up to 48 hours prior to the Closing Date (the “Agent’s Option”), subject to the limitations prescribed by the LIFE Offering exemption.

The Company will make available an offering document relating to the LIFE Offering (the “Offering Document”) which will be accessible under the Company’s profile at www.sedarplus.ca and at www.btrgold.com. Prospective investors in the LIFE Offering should read the Offering Document before making an investment decision.