Bonterra Announces $21.5 Million Private Placement
1680‐200 Burrard Street
Vancouver, BC V6C 3L6
Office: 604.678.5308
TF: 855.678.5308
www.bonterraresources.com
Bonterra Announces $21.5 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 – February 15, 2018 – Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE:
9BR1) (the “Company” or “Bonterra”) is pleased to announce that it has entered into an agreement with
Sprott Capital Partners 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 Age nt, the “ Agents”), in connection with a
marketed private placement to raise gross proceeds of $21,495,000 (the “Offering”).
The Offering will consist of a c ombination of (a) 13,300,000 common shares of the Company issued on a
flow-through basis (the “ Super FT Shares”) at a price of $0.75 per Super FT Share, and (b) 19,200,000
common shares of the Company issued on a flow-through basis (th e FT Shares”) at a price of $0.60 per
FT Share. Collectively the Super FT Shares and FT Shares shall be known as the “Offered Securities”.
In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6.0% of the
gross proceeds of the Offering. As additional consideration, the Company will grant to the Agents common
share purchase warrants (the “ Broker Warrants”) entitling the Agents to subscribe for that number of
common shares equal to 4.0% of the aggregate number of Offered Securities placed in the Offering. Subject
to regulatory approval, each Br oker Warrant will be exercisable to acquire one common share at a price
equal to $0.60 for a period of 24 months after the closing date.
The gross proceeds from the issu ance of the Offered Securities will be used for Canadian Exploration
Expenses, and will qualify as “flow-through mining expenditures ” (the “ Qualifying Expenditures”), as
defined in subsection 127(9) of the Income Tax Act (Canada), the Super FT Shares will also qualify for the
two 10% enhancements under secti on 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, 2018 to the initial
purchasers of the Offered Securities in an aggregate amount not less than the gross proceeds raised from
the issue of the Super FT Shares and FT Shares, as applicable, and, if the Qualifying Expenditures are
reduced by the Canada Revenue A gency, the Corporation will inde mnify each Super FT Share and FT
Share subscriber for any additional taxes payable by such subscriber as a result of the Corporation’s failure
to renounce the Qualifying Expenditures as agreed. All Offered Securities will be subject to a four month
hold period from the date of issue in accordance with applicable securities laws. The Offering is subject to
acceptance of the TSX Venture Exchange.
An initial closing of the Offering is scheduled for February 26, 2018 with a final closing no later than March
15, 2018 or such other date or dates as the Company and the Lead Agent may agree.
ON BEHALF OF THE BOARD OF DIRECTORS,
Nav Dhaliwal, President & CEO
Bonterra Resources Inc.
- 2 -
For further information on Bonterra, contact Investor Relations:
Telephone: 1 844 233 2034
Email: [email protected]
Website: www.bonterraresources.com
Neither the TSX Venture Exchange nor its Regulation Services Provid er (as that term is defined in the policies of the TSX Ventu re Exchange)
accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicita tion of an offer to buy nor s hall 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 Unite d 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 includes certain forward-looking statements concerning the use of proceeds of the Offering, the future renunciation of Canadian
Exploration Expenses that are flow-through mining expenditures, the tax treatment of the Flow-Through Shares, the future perfor mance of our
business, its operations and its financial performance and conditi on, as well as management’s objectives, strategies, beliefs a nd intentions.
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-l ooking statements are based on the current opinions and expectat ions of
management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertai nties, including
the speculative nature of mineral exploration and development, fluctuating commodity prices, the future tax treatment of the Flow-Through Shares,
competitive risks and the availability of fi nancing, 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 u ndue reliance
thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.