Bonterra Resources Announces $27 million Private Placement

2872 Ch Sullivan Bur. 2 

Val‐d’Or, Quebec 

Office: (819) 825‐8678 

www.bonterraresources.com 

Bonterra Resources Announces $27 million Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,

DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART,

IN OR INTO THE UNITED STATES.

Vancouver, BC – July 26, 2019 – Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE: 9BR2)

(the “Company” or “Bonterra”) is pleased to announce that it has entered into an agreement with Sprott

Capital Partners LP to act as lead agent (the “Lead Agent”), on its own behalf and, if applicable, on behalf

of a syndicate of agents (collectively with the Lead Agent, the “Agents”), in connection with a “best efforts”

private placement to raise gross proceeds of up to $27,001,400 (the “Offering”).

The Offering will consist of a combination of (a) 6,000,000 Uni ts of the Company (the “Units”) at a price

of $2.50 per Unit for gross proceeds of $15,000,000, (b) 1,667, 000 FT Units of the Company (the “ FT

Units”) at a price of $3.00 per FT Unit for gross proceeds of $5,001,000, and (c) 1,628,000 Super FT Units

of the Company (the “ Super FT Units ”) at a price of $4.30 per Super FT Unit for gross proceeds of

$7,000,400. Collectively the Units (specifically the underlying Unit Shares and Warrants), FT Units

(specifically the underlying FT Unit Shares and Warrants) and S uper FT Units (specifically the Super FT

Unit Shares and Warrants) shall be collectively referred to as the “Offered Securities”.

Each Unit will consist of one common share of the Company (a “Unit Share”) and one-half of one common

share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be

transferrable and entitle the holder to acquire one common shar e of the Company for two years from the

Closing Date (hereinafter defined) at price of $3.10.

Each FT Unit will consist of one common share of the Company is sued on a flow-through basis (a “ FT

Unit Share”) and one-half of one Warrant.

Each Super FT Unit will consist of one common share of the Comp any issued on a flow-through basis (a

“Super FT Unit Share”) and one-half of one Warrant.

In addition, the Company has granted the Agents an option to increase the size of Offering by up to 15% of

the number of the Offered Securities, exercisable at any time u p to three days prior to closing of the

Offering, on the same terms and conditions under the Offering.

In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6% of the

gross proceeds of the Offering.

The gross proceeds from the issu ance of the FT Units and Super FT Units will be used for Canadian

exploration expenses and will qualify as “flow-through mining e xpenditures”, as defined in subsection

127(9) of the Income Tax Act (Canada) (the “ Qualifying Expenditures”), the Super FT Unit Shares will

also qualify for the two 10% enha ncements under section 726.4.9 and section 726.4.17.1 of the Quebec

Taxation Act, which will be renounced to the subscribers with an effective date no later than December 31,

2019 to the initial purchasers of the FT Units and Super FT Units in an aggregate amount not less than the

gross proceeds raised from the issue of the FT Units and Super FT Units, as applicable, and, if the

Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation will indemnify each

- 2 -

FT Unit and Super FT Unit subscriber for any additional taxes payable by such subscriber as a result of the

Corporation’s failure to renoun ce the Qualifying Expenditures a s agreed. For certainty, only the FT Unit

Share and Super FT Unit Share shall qualify as “flow-through shares”.

The net proceeds from the Units sold will be used for on-going exploration and development work on the

Company properties and for general corporate purposes. The securities to be issued under the Offering will

be subject to a hold period of four months and one day from the date of issue in accordance with applicable

securities laws. The Offering is subject to approval of the TSX Venture Exchange.

The Offering is currently expected to close on or about August 20, 2019 or such other date or dates as the

Company and the Lead Agent may agree.

ON BEHALF OF THE BOARD OF DIRECTORS,

Greg Gibson, Interim CEO

Bonterra Resources Inc.

For further information on Bonterra, contact Investor Relations

Telephone: 1 819-825-8678

Website: www.bonterraresources.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of

any of the securities in any jurisdiction in which such offe r, solicitation or sale would be unlawful, including any of

the securities in the United States of America. The securities have not been and will not be registered under the United

States Securities Act of 1933, as amended (the “ 1933 Act”) or any state securities laws and may not be offered or

sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the

1933 Act) unless registered under th e 1933 Act and applicable state secur ities laws, or an exem ption from such

registration requirements is available.

This news release includes certain forw ard-looking statements concerning the use of proceeds of the Offering, the

future performance of our business, its operations and its financial performance and condition, as well as

management’s objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by

such words as “may”, “will”, “plan”, “expect”, “anticipat e”, “estimate”, “intend” and similar words referring to

future events and results. Forward-looking statements ar e based on the current opin ions and expectations of

management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks

and uncertainties, including the speculative nature of mi neral exploration and developm ent, fluctuating commodity

prices, the future tax treatment of the FT Unit Shares and Super FT Unit Shares, competitive risks and the availability

of financing, as described in more detail in our recent securities filings available at www.sedar.com. Actual events or

results may differ materially from those projected in the forward-looking statements and we caution against placing

undue reliance thereon. We assume no obligation to revise or update thes e forward-looking statements except as

required by applicable law.