Bonterra Resources Announces Closing of $32 million Private
2872 Ch Sullivan Bur. 2
Val-d’Or, Quebec
Office: (819) 825-8678
Bonterra Resources Announces Closing of $32 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.
Val D’or, QC Canada – August 20, 2019 – Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE:
9BR2) (the “Company” or “Bonterra”) is pleased to announce that it has closed the previously announced
brokered private placement for gross proceeds of $31,962,910 (the “Offering”).
Pursuant to the Offering, Bonterra issued (a) 7,385,000 units of the Company (the “ Units”) at a price of
$2.50 per Unit for gross proceeds of $ 18,462,500, (b) 2,166,670 flow-through units of the Company (the
“FT Units”) at a price of $3.00 per FT Unit for gross proceeds of $6,500,010, and (c) 1,628,000 super flow-
through 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.
Each Unit consist s of one common share of the Company and one-half of one common share purchase
warrant (each whole common share purchase warrant, a “ Warrant”). Each Warrant is transferrable and
entitles the holder to acquire one common share of the Company until August 20, 2021 at price of $ 3.10
per common share.
Each FT Unit consists of one common share of the Company issued on a flow-through basis (a “FT Unit
Share”) and one-half of one Warrant.
Each Super FT Unit consists of one common share of the Company issued on a flow-through basis that will
also qualify for the two 10% enhancements under section 726.4.9 and section 726.4.17.1 of the Quebec
Taxation Act (a “Super FT Unit Share”) and one-half of one Warrant.
Sprott Capital Partners LP acted as lead agent on behalf of a syndicate of agents which included PI Financial
Corp., RBC Dominion Securities Inc. and Haywood Securities Inc. (collectively, the “ Agents”). In
connection with the Offering, the Agents received a cash fee in an amount equal to 6% of the gross proceeds
of the Offering.
The gross proceeds from the issuance of the FT Units and Super FT Units will be used for Canadian
exploration expenses and will qualify as “flow -through mining expenditures”, as defined in subsection
127(9) of the Income Tax Act (Canada).
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 final approval of the TSX Venture Exchange.
An insider (as such term is defined under applicable securities law) of the Company , Kirkland Lake Gold
Ltd. (“Kirkland”), has subscribed for 372,000 Units under the Offering (the “Kirkland Subscription”).
This Kirkland Subscription constitutes a “related party transaction” within the meaning of the TSXV Policy
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5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied
on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101
contained in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61 -101 in respect of the Kirkland
Subscription. Kirkland’s participation in the Offering and the extent of such participation were not finalized
until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose
details of the nature and extent of Kirkland’s Subscription pursuant to a material change report filed at least
21 days prior to the completion of the Offering.
Bonterra also wishes to correct an omission relating to a private placement completed in November 2018
(see press release dated November 8, 20 18 for details of the private placement) as the Company did not
announce the second tranche closing which took place on November 14, 2018. Pursuant to this second
tranche, the Company issued an additional 30,300 common shares at a price of $3.30 each for gross
proceeds of $99,990, bringing the total gross proceeds of such private placement to $21,917,090.
For further information on Bonterra, contact Investor Relations
Telephone: (819) 825-8678 | [email protected] | WebSite
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 offer, 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 the 1933 Act and applicable state securities laws, or an exemption from such
registration requirements is available.
This news release incl udes certain forward -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 intentio ns. Forward-looking statements are frequently identified by
such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to
future events and results. Forward -looking statements are 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 mineral exploration and development, 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 these forward-looking statements except as
required by applicable law.