Bonterra Announces C$5 Million Credit Facility
Bonterra Announces C$5 Million Credit
Facility
Val-d'Or, Quebec--(Newsfile Corp. - March 23, 2026) -
Bonterra Resources Inc. (TSXV: BTR)
(OTCQX: BONXF) (FSE: 9BR2)
("
Bonterra
" or the "
Company
") is pleased to announce that it has
entered into a credit agreement dated March 23, 2026 (the "
Credit Agreement
") with Wexford Capital
LP ("
Wexford Capital
"), an insider of the Company, as agent (the "
Agent
"), and certain funds managed
by Wexford Capital as lenders (the "
Lenders
"), pursuant to which the Lenders have agreed to provide a
non-revolving credit facility in an aggregate amount of C$5,000,000 (the "
Credit Facility
"), to be made
available by way of a single advance on the closing date. The advance will bear interest at a rate per
annum equal to 8.00% plus the Secured Overnight Financing Rate ("
SOFR
") term rate applicable to the
six-month period commencing on the closing date and ending on the maturity date of September 23,
2026 (the "
Maturity Date
").
Marc-Andre Pelletier, President and CEO commented: "We are grateful for the continued support of
Wexford Capital, our largest shareholder, as we navigate the ongoing CRA audit and evaluate strategic
alternatives to maximize value for all stakeholders. This credit facility provides important financial
flexibility and underscores Wexford's confidence in Bonterra's underlying asset base and long-term
potential."
Interest accrued under the Credit Facility is payable in arrears on the date that is six months from the
closing date (the "
Interest Payment Date
") and, at the Agent's option, may be paid in cash or in
common shares of the Company ("
Share
s"). If the Agent elects to receive interest in Shares, the number
of Shares to be issued will be calculated by dividing the amount of accrued interest payable on the
Interest Payment Date by the volume-weighted average trading price ("
VWAP
") of the Shares on the
TSX Venture Exchange ("
TSXV
") for the five trading days immediately preceding the Interest Payment
Date.
In consideration of the Lenders arranging and establishing the Credit Facility and the Agent agreeing to
act as agent, the Company will pay to the Agent a commitment fee of C$100,000 (the "
Commitment
Fee
"), earned and payable on the Maturity Date. At the Agent's option, the Commitment Fee may be
paid in cash or Shares. If the Agent elects to receive the Commitment Fee in Shares, the number of
Shares to be issued will be calculated by dividing the amount of the Commitment Fee by the VWAP of
the Shares on the TSXV for the five trading days immediately preceding the Maturity Date.
Notwithstanding the foregoing, no Shares may be issued pursuant to either the interest or Commitment
Fee provisions if, upon giving effect to such issuance, the number of Shares beneficially owned or over
which control or direction is exercised by the Lenders and/or any person acting jointly or in concert with
the Lenders would exceed 19.9% of the issued and outstanding Shares at such time. The issuance of
Shares in satisfaction of interest or the Commitment Fee, as applicable, is subject to the approval of the
TSXV.
The advance under the Credit Facility will be used by the Company for the purposes of: (i) indemnifying
or reimbursing its shareholders who participated in the flow-through private placements completed on
December 13, 2019 and October 21, 2021, for taxes imposed prior to the closing date in connection
with flow-through share offerings of the Company; and (ii) funding eligible exploration and development
expenditures on the Desmaraisville property required to satisfy the Company's renunciation
commitments under applicable flow-through share subscription agreements.
The securities referred to herein have not been, and will not be, registered under the United
States
Securities Act of 1933, as amended (the "
U.S. Securities Act
"), or any U.S. state securities
laws, and
may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons or
any persons within the United States absent registration or available exemptions from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release
shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor
shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. 'United States' and 'U.S. person' are as defined in Regulation S under the U.S. Securities
Act.
Multilateral Instrument 61-101
The entering into of the Credit Agreement constitutes a "related party transaction" within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("
MI 61-
101
") as the Agent and the Lenders are related parties of the Company for purposes of MI 61-101.
The Company has relied on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the
fair market value of the transaction does not exceed 25% of the Company's market capitalization.
The Company did not file a material change report more than 21 days before the entering into of the
Credit Agreement as the terms of the Credit Agreement were not settled until shortly prior to execution
and the Company wished to close on an expedited basis for sound business reasons.
ABOUT BONTERRA
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets
anchored by a central milling facility in Québec, Canada. The Company's assets include the Gladiator,
Barry, Moroy, and Bachelor gold deposits. The Barry and Gladiator deposits which collectively hold
1.401 million ounces ("Moz") of Measured & Indicated Mineral Resources at an average grade of 2.90
g/t Au contained within 15.025 million tonnes ("Mt"), plus 2.033 Moz of Inferred Mineral Resources at an
average grade of 4.32 g/t Au contained within 14.628 Mt.
(1)
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining
Inc. ("
Osisko Mining
") for the Urban-Barry properties (the "
JV Agreement
"), which include the
Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian
subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the
counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by
incurring C$30 million in work expenditures on or before November 2026 (including expenditures
incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra's
dedication to advancing its exploration assets, marking a significant step towards development.
(1)
See our press release from February 23, 2026 titled "Bonterra Reports Significant Mineral Resources Growth at Barry and Gladiator
Deposits" for further details. Marc-André Pelletier, P. Eng., President and CEO of the Company, and a Qualified Person, reviewed and approved
the technical information contained in this press release.
FOR ADDITIONAL INFORMATION
Marc-André Pelletier, President & CEO
2872 Sullivan Road, Suite 2, Val d'Or, Quebec J9P 0B9
819-825-8678 | Website:
www.btrgold.com
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.
Caution regarding forward-looking statements
This news release contains forward-looking statements and forward-looking information within the
meaning of applicable securities laws. All statements other than statements of historical fact may be
forward-looking statements or information. 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. The forward-looking statements and information are based on
certain key expectations and assumptions made by management of the Company. Forward-looking
statements made in this news release include statements regarding the proposed use of proceeds of
the Credit Facility and the potential issuance of Shares in satisfaction of interest or the Commitment
Fee. Although management of the Company believes that the expectations and assumptions on
which such forward-looking statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and information since no assurance can be
given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information
about the current expectations and plans of management of the Company relating to the future.
Readers are cautioned that reliance on such statements and information may not be appropriate for
other purposes, such as making investment decisions. Actual results could differ materially from
those currently anticipated due to a number of factors and risks, including, with respect to the Credit
Agreement, the timing of TSX Venture Exchange approval for any shares for debt issuances; and with
respect to the use of proceeds, the sufficiency of the proceeds, the speculative nature of mineral
exploration and development, fluctuating commodity prices, and competitive conditions, as described
in more detail in our recent securities filings available at
www.sedarplus.ca
.
Accordingly, readers
should not place undue reliance on the forward-looking statements and information contained in this
news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-
looking statements and information contained in this news release are made as of the date hereof and
no undertaking is given to update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so required by applicable
securities laws. The forward-looking statements or information contained in this news release are
expressly qualified by this cautionary statement.
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DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES
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