Bonterra Announces Launch of Guaranteed Rights Offering
Bonterra Announces Launch of Guaranteed
Rights Offering
Val-d'Or, Quebec--(Newsfile Corp. - July 28, 2026) -
Bonterra Resources Inc. (TSXV: BTR)
(OTCQX: BONXF) (FSE: 9BR2)
(the "
Company
") announces that it will be proceeding with a
guaranteed rights offering to raise gross proceeds of up to $20,418,527. The Company will be offering
170,154,390 rights (the "
Rights
"), under CUSIP#09852X180 and ISIN#CA09852X1805, to holders of
its common shares (the "
Shareholders
") at the close of business on the record date of August 6, 2026
(the "
Record Date
") on the basis of four fifths (0.8) of a Right for each one (1) common share held (the
"
Rights Offering
").
Each whole Right will entitle the holder to subscribe for one common share of the
Company (a "
Share
") upon payment of a subscription price of $0.12 per Share. The Company has filed
a rights offering circular dated July 28, 2026 (the "
Circular
") and a rights offering notice (the "
Notice
")
with respect to the Rights Offering under the Company's profile on
www.sedarplus.ca
. As of the date of
this news release, there are 212,692,988 Shares issued and outstanding.
The full amount of the Rights Offering has been guaranteed by each of Wexford Catalyst Trading Limited,
Wexford Spectrum Trading Limited and Wexford Focused Trading Limited (collectively, the "
Wexford
Funds
") (as to 153,138,951 Shares, being 90% of the total Rights Offering) and Horizon Kinetics LLC
(as to 17,015,439
Shares, being 10% of the Rights Offering) ("
Horizon
", and together with the Wexford
Funds, the "
Standby Purchasers
"). The Company has entered into standby purchase agreements (the
"
Standby Purchase Agreements
") with each of the Standby Purchasers, pursuant to which the
Standby Purchasers have agreed to purchase all of the Shares issuable under the Rights Offering which
remain unsubscribed under the basic subscription privilege and the additional subscription privilege. In
consideration for the purchase commitments provided by the Standby Purchasers under the Standby
Purchase Agreements, the Company has agreed to issue non-transferable share purchase warrants (the
"
Bonus Warrants
") to purchase such number of Shares as is equal to 1% of the aggregate proceeds of
the Rights Offering divided by $0.165, at an exercise price of $0.165. Accordingly, the Wexford Funds
are collectively expected to receive 1,113,737 Bonus Warrants, and Horizon is expected to receive
123,749 Bonus Warrants, for a total aggregate issuance of 1,237,486 Bonus Warrants, to the Standby
Purchasers. Each Bonus Warrant will be exercisable to acquire one Share until the date that is five years
after the closing of the Rights Offering, which will be August 28, 2031. For greater clarity, the Bonus
Warrants will only be issued after the Rights Offering has closed in consideration for the Standby
Purchasers' commitment.
On March 23, 2026, the Company obtained a bridge loan of $5,000,000 (the "
Bridge Loan
") from
Wexford Capital LP, an "insider" and "related party" (as such terms are defined under applicable
securities laws) of the Company and the Company's largest shareholder, as agent for certain funds
managed by Wexford Capital LP, who collectively hold approximately 17.62% of the outstanding Shares
of the Company (19.9% on a partially-diluted basis, assuming the exercise of certain warrants held by
funds managed by Wexford Capital LP).
Additional information on the terms of the Bridge Loan can be
found in the Company's news release dated March 23, 2026, as filed under its profile on
www.sedarplus.ca
. The Company used the Bridge Loan for general corporate purposes, to fund initial
indemnification obligations, and to incur expenditures on the Desmaraisville property required to satisfy
the Company's renunciation commitments under certain other flow-through share subscription
agreements.
The Wexford Funds, which are Standby Purchasers for 90% of the Rights Offering, are
managed by Wexford Capital LP and are lenders under the Bridge Loan. Wexford Capital LP has
advised the Company that its managed funds intend to exercise, subject to relevant restrictions, all of
their basic subscription privileges.
As further described in the Circular, the proceeds of the Rights Offering are expected to be used to
repay the Bridge Loan, to advance our mineral properties, including environmental and maintenance
costs relating to our properties, fund the indemnification of subscribers in previous flow-through
financings, and for general corporate purposes.
It is expected that the Rights will trade on the TSX Venture Exchange under the symbol "BTR.RT"
commencing on August 6, 2026 and will trade until 12:00 p.m. (Eastern time) on August 27, 2026 (the
"
Expiry Time
"), after which time unexercised rights will be void and of no value. Shareholders who fully
exercise their rights under the basic subscription privilege will be entitled to subscribe for additional
Shares, if available as a result of unexercised rights prior to the Expiry Time, subject to certain limitations
as set out in the Circular. The Company expects to close the Rights Offering by the end of August 2026.
The Rights will be offered to Shareholders resident in (i) all provinces and territories of Canada, and (ii)
in all jurisdictions outside Canada and the United States excluding any jurisdiction that does not provide
a prospectus exemption substantially similar to the exemption provided in Canada or that otherwise
requires obtaining any approvals of a regulatory authority in such jurisdiction or the filing of any document
by the Company in such jurisdiction in connection with the Rights Offering (collectively, the "
Eligible
Jurisdictions
").
Full details of the Rights Offering are set out in the Circular and the Notice, which are available on the
Company's profile on SEDAR+ at www.sedarplus.ca. The Notice and accompanying Rights direct
registration statements (the "
Rights DRS
") will be mailed to registered Shareholders in the Eligible
Jurisdictions as of the Record Date. To subscribe for Shares, registered Shareholders must mail the
completed Rights DRS, together with applicable funds, to the Rights depositary and subscription agent,
Odyssey Trust Company (the "
Rights Agent
"), prior to the Expiry Time. Shareholders who hold their
Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive
materials and instructions from their intermediary.
Subject to the detailed provisions of the Circular, the Rights DRS will not be mailed to Shareholders
resident outside of the Eligible Jurisdictions (the "
Ineligible Shareholders
"), unless Ineligible
Shareholders are able to establish to the satisfaction of the Company that they are eligible to participate
in the Rights Offering and provide such evidence to the Company and the Rights Agent by August 17,
2026.
Ineligible Shareholders will be sent the Notice, for information purposes only, together with a letter
advising them that their Rights will be held by the Rights Agent and that the Rights will be issued to and
held on their behalf by the Rights Agent until 4:00 p.m. (Eastern time) on August 17, 2026, after which
time and prior to the Expiry Time, the Rights Agent will attempt to sell the Rights of such Ineligible
Shareholders represented by Rights in the possession of the Rights Agent on such date(s) and at such
price(s) as the Rights Agent determines in its sole discretion.The Rights Agent will mail cheques
representing the net proceeds, without interest, from such sales, to such Ineligible Shareholders.
As a result of the Rights Offering, the exercise price and the exchange ratio of approximately 58,691,296
share purchase warrants may be subject to adjustment, in accordance with the terms of the applicable
warrant indentures and warrant certificates.
Any such adjustment is subject to the approval of the TSX
Venture Exchange.
Any exercise of any existing convertible securities by the Standby Purchasers
(including any warrants currently held by the Standby Purchasers) will not result in additional rights from
the Rights Offering. Exercises of existing convertible securities by all other shareholders after the Record
Date will not result in additional rights from the Rights Offering. See the Circular, available under the
Company's profile on
www.sedarplus.ca
.
As a result of Wexford Capital LP exercising control or direction over 10% or more of the Shares, the
Wexford Funds, which are controlled by Wexford Capital LP, are considered to be related parties to the
Company under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions
("
MI 61-101
"). Under MI 61-101, related party transactions are, with certain limited
exceptions, subject to formal valuation and minority shareholder approval requirements unless
exemptions from those requirements are available. The Rights Offering is exempt from the related party
rules under MI 61-101 by virtue of Section 5.1(k) of MI 61-101 applicable to certain rights offerings.
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.
FOR ADDITIONAL INFORMATION
Cesar Gonzalez, Executive Chairman & Interim 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, but are not limited to, statements with respect to the
completion of the Rights Offering, future performance of the Company, and the Company's plans and
exploration programs for its mineral properties, including the timing of such plans and programs.
In making these statements, management has relied on a number of assumptions, including the
receipt of regulatory approval for the Rights 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. 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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