Bonterra and Metanor both Receive Securityholder Approval of their Respective Plans of Arrangement Bonterra and Metanor Provide Transaction Timing Update
Bonterra and Metanor both Receive Securityholder Approval of their
Respective Plans of Arrangement
Bonterra and Metanor Provide Transaction Timing Update
September 18, 2018 - BONTERRA RESOURCES INC. (" Bonterra”) (TSX-V:BTR, US:BONXF,
FSE:9BR1) and METANOR RESOURCES INC. (“ Metanor”) (TSX-V:MTO) are pleased to announce
that each of their respective prev iously announced plans of arr angement (respectively, the “ Bonterra
Arrangement” and the “Metanor Arrangement”), have been approved by their respective securityholders
today. The Bonterra Arrangement, which involves spinning out of certain assets of Bonterra to Gatling
Exploration Inc. (“ Bonterra Spinco” or “Gatling”), was approved by share holders and optionholders of
Bonterra (together, the “Bonterra Securityholders”) at a special meeting (the “Bonterra Meeting”) of the
Bonterra Securityholders held today. At the Bonterra Meeting, a special resolution approving the Bonterra
Arrangement was approved by: (i) 97.58% of the votes cast by Bo nterra shareholders; and (ii) 97.76% of
the votes cast by Bonterra Securityholders, voting together as a single class. The Metanor Arrangement,
which involves acquisition of all shares of Metanor by Bonterra was approved by shareholders and
optionholders of Metanor (together, the “ Metanor Securityholders”) at a special meeting (the “ Metanor
Meeting”) of the Metanor Securityholders held today. At the Metanor Me eting, a special resolution
approving the Metanor Arrangement was approved by: (i) 87.44% o f the votes cast by Metanor
shareholders; and (ii) 87.96% of the votes cast Metanor Securityholders, voting together as a single class.
Both arrangements are still subject to final approval by the TS X Venture Exchange (“ TSX-V”) and the
Supreme Court of British Columbia (the “ BC Court”), in the case of the Bonterra Arrangement, and the
Superior Court of Quebec (the “ Quebec Court”), in the case of the Metanor Arrangement. The BC Court
hearing for obtaining a final order approving the Bonterra Arra ngement is scheduled to take place on
September 20, 2018. The Quebec Court hearing for obtaining a fi nal order approving the Metanor
Arrangement is scheduled to take place on September 21, 2018.
Completion of both arrangements is expected to occur on September 24, 2018. The Bonterra Arrangement
will be completed first, followed immediately by the Metanor Ar rangement. Under the Bonterra
Arrangement, Bonterra shareholders of record at the close of business on Friday, September 21, 2018, will
receive one common share of Gatling for every seven common shares of Bonterra held.
Upon completion of the Metanor Arr angement, all of shares of Me tanor shall be owned by Bonterra.
Holders of Metanor shares will not have any right to receive any Bonterra Spinco shares under the Bonterra
Arrangement.
Under the Bonterra Arrangement, Gatling shall receive Bonterra’ s Larder Lake assets in Ontario and
approximately $7,000,000 in cash. An application for listing of the Gatling shares on TSX-V has been filed,
however listing is subject to final TSX-V acceptance.
Additional information regarding the terms of the Metanor Arran gement are set out in Metanor’s
management information circular dated August 15, 2018, which is available under Metanor’s profile at
www.sedar.com.
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Additional information regardin g the terms of the Bonterra Arra ngement are set out in Bonterra’s
management information circular dated August 15, 2018, which is available under Bonterra’s profile at
www.sedar.com.
ON BEHALF OF THE RESPECTIVE BOARDS OF DIRECTORS,
Nav Dhaliwal, President & CEO
Bonterra Resources Inc.
Greg Gibson, Interim CEO
Metanor Resources Inc.
For further information regarding the contents of this news release please contact:
Bonterra:
Nav Dhaliwal, President and CEO
Telephone: (604) 678-5308
Email: [email protected]
Metanor:
Pascal Hamelin, President and COO
Telephone: (819) 825-8678
Email: [email protected]
Neither 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.
Cautionary Statement: Certain information contained in this press release constitutes “forward-looking information", within the meaning of
Canadian legislation concerning the completion of the Bonterra Arrangement and the Metanor Arrangement. Generally, these forwar d-looking
statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is exp ected", "budget",
"scheduled", "estimates", “forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or
state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “h as the potential to”.
Forward looking statements contained in this press release ma y include statements regarding Bonterra’s and Metanor’s ability to complete the
Bonterra Arrangement and Metanor Arrangement, respectively, and the anticipated e ffective date of the Bonterra Arrangement and Metanor
Arrangement, which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and out comes may
differ materially from what is expressed or forecasted in these forward-looking st atements. Such statements are qualified in th eir entirety by the
inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the
following: uncertainties as to the timing of the Bonterra Arrangement and Metanor Agreement and satisfaction of the respective conditions thereto,
market conditions and other risk factors listed from time to time in Bonterra’s and Metanor’s reports filed with Canadian securities regulators on
SEDAR at www.sedar.com. The forward- looking statements included in this press releas e are made as of the date of this press rel ease and both
Bonterra and Metanor disclaim any intention or obligation to update or revise any forw ard-looking statements, whether as a resu lt of new
information, future events or otherwise, except as expressly required by applicable securities legislation.