Bonterra Resources Announces $20 million Private Placement and Share Consolidation

1680‐200 Burrard Street 

Vancouver, BC V6C 3L6 

Office: 604.678.5308 

 TF: 855.678.5308 

www.bonterraresources.com 

Bonterra Resources Announces $20 million Private Placement and

Share Consolidation

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 – October 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 Agent, the “ Agents”), in connection with a marketed

private placement to raise gross proceeds of up to $20,000,130 (the “Offering”).

Prior to closing of the Offering, the Company will consolidate its outstanding common shares on the basis

of ten (10) existing common shares for one (1) new common share (the "Consolidation"). Upon completion

of the Consolidation and prior to closing of the Offering, the Company is expected to have 39,749,870

issued and outstanding common shares. No fractional shares will be issued. In addition, there will be no

change in the Company’s name or trading symbol. All securities issued under the Offering will be, and all

prices in this release are, on a post-Consolidation basis.

The Offering will consist of a c ombination of (a) up to 1,973,7 00 common shares of the Company issued

on a flow-through basis (the “FT Shares”) at a price of $3.80 per FT Share, and (b) up to 3,787,900 common

shares of the Company issued on a non-flow-through basis (the “NFT Shares”) at a price of $3.30 per NFT

Share. Collectively the FT Shares and NFT Shares are referred to as the “Offered Securities”.

In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6% 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 $3.30 for a period of 24 months after the closing date.

The gross proceeds from the issuance of the FT Shares 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), which will be renounced to the subscribers with an

effective date no later than De cember 31, 2018 to the initial p urchasers of the FT Shares in an aggregate

amount not less than the gross proceeds raised from the issue o f the FT Shares, as applicable, and, if the

Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation will indemnify each

FT Share subscriber for any additional taxes payable by such su bscriber as a result of the Corporation’s

failure to renounce the Qualifying Expenditures as agreed. The net proceeds from the NFT Share Offering

will be used for on-going exploration and development work on t he Company properties and for general

corporate purposes. All Offered Securities will be subject to a four month hold period from the date of

issue in accordance with applicable securities laws. The Consol idation and the Offering are subject to

approval of the TSX Venture Exchange.

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The Company will confirm the effective date of the Consolidatio n in a subsequent news release. The

Offering is currently expected to close on November 8, 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.

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 Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of

any of the securities in any jurisdiction in which such offe r, 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 United

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 th e 1933 Act and applicable state secur ities laws, or an exem ption from such

registration requirements is available.

This news release includes certain forward-looking statements concerning completion of the Consolidation, the use

of proceeds of the Offering, the future performance of our business, its operations and its financial performance and

condition, as well as management’s objectives, strategies, beliefs and intentions. Forw ard-looking statements are

frequently identified by such words as “may”, “will”, “p lan”, “expect”, “anticipate”, “estimate”, “intend” and

similar words referring to future events and results. Forward-looking statements are based on the current opinions

and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of

assumptions, risks and uncertainties, including the specul ative nature of mineral ex ploration and development,

fluctuating commodity prices, the future tax treatment of the FT Shares, competitive risks and the availability of

financing, as described in more detail in our recent secu rities 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

undue reliance thereon. We assume no obligation to revise or update thes e forward-looking statements except as

required by applicable law.