Bonterra Announces Closing of Private Placement of Flow-Through Units
Bonterra Announces Closing of Private
Placement of Flow-Through Units
Val-d'Or, Quebec--(Newsfile Corp. - December 12, 2024) -
Bonterra Resources Inc. (TSXV: BTR)
(OTCQX: BONXF) (FSE: 9BR2)
("
Bonterra
" or the "
Company
") is pleased to announce the closing of
a non-brokered private placement (the "
Offering
") pursuant to which the Company sold 2,722,391 flow-
through units of the Company (each, a "
FT
Unit
") at a price of $0.40 per FT Unit for gross proceeds of
$1,088,956.40. Each FT Unit consists of one common share of the Company (each, a "
FT Share
") and
one half of one common share purchase warrant (each, a "
Warrant
"). The FT Shares and Warrants
comprising the FT Units will qualify as "flow-through shares" within the meaning of the
Income Tax Act
(Canada) and the
Taxation Act
(Quebec). Each Warrant entitles the holder to purchase one common
share of the Company (each, a "
Warrant Share
") at a price of C$0.31 at any time on or before
December 12, 2026.
The FT Shares and Warrants are subject to a four-month restricted period in Canada ending on April 13,
2025. The Offering is subject to certain conditions including, but not limited to, receipt of all required
regulatory approvals including final approval of the TSX Venture Exchange. No finder's fees were paid in
connection with the Offering.
Marc-André Pelletier, President and CEO, commented: "We are thrilled to have SIDEX, a mineral
exploration investment fund, and Wexford Capital, a long-time Bonterra shareholder, participate in this
offering. This investment will enable us to leverage VRIFY's AI tools and the 2023-24 exploration work at
our 100%-owned Desmaraisville property, which hosts the Bachelor Mill, to identify new targets that will
form the basis of a follow-up drill program aimed at identifying a new deposit."
André Laferrière, Investment manager at SIDEX commented: "This investment reaffirms SIDEX's
commitment to promoting innovation in mineral exploration in Québec. We believe the application of new
technologies, such as artificial intelligence, could benefit the targeting process in more mature
exploration projects."
The gross proceeds from the sale of FT Units will be used by the Company to incur expenses described
in paragraph (f) of the definition of "Canadian exploration expense" ("
CEE
") in subsection 66.1(6) of the
Income Tax Act (Canada) (the "
Tax Act
") and paragraph (c) of the definition of CEE in section 395 of
the Taxation Act (Québec) (the "
QTA
"). Purchasers of FT Units resident in the Province of Québec will, in
accordance with applicable provisions of the QTA, be eligible for an additional 20% deduction for
Québec tax purposes.
Insiders of the Company directly or indirectly acquired 548,478 FT Units. The issuance of FT Units to
insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions ("
MI 61-101
"). The Company is relying
on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the
minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such
insider participation as the fair market value of the transaction, insofar as it involves interested parties,
does not exceed 25% of the Company's market capitalization.
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.
About Bonterra
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets
anchored by a central milling facility in Quebec, Canada. The Company's assets include the Gladiator,
Barry, Moroy, and Bachelor gold deposits, which collectively hold 1.24 million ounces in Measured and
Indicated categories and 1.78 million ounces in the Inferred category.
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining
Inc. for the Urban-Barry properties (the "
JV Agreement
"), which include the Gladiator and Barry
deposits. In October 2024, Gold Fields Ltd 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 until 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.
About SIDEX LP
SIDEX is an initiative of the Québec government and the Fonds de solidarité FTQ. Its mission is to
invest in companies engaged in mineral exploration in Québec in order to diversify the province's
mineral base, promote innovation and encourage new entrepreneurs.
About VRIFY
VRIFY Technologies is revolutionizing mineral exploration through its AI-assisted mineral discovery
platform, which delivers proven results. Combining proprietary AI algorithms with one of the industry's
largest datasets, VRIFY helps exploration companies uncover valuable mineralization in their existing
data without drilling new holes. The company's vision transformer technology identifies complex patterns
that traditional methods and other AI tools miss, while its advanced visualization capabilities enable
clients to communicate discoveries to stakeholders effectively. Led by industry veterans and backed by
proven success cases, VRIFY is transforming how forward-thinking mining companies approach mineral
discovery in the Age of AI.
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.
Forward-Looking Information
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 Offering. 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 Offering,
the timing of final TSX Venture Exchange approval; 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, 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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