Bonterra Resources Announces $5 million Private Placement of Flow-Through Shares
Bonterra Resources Announces $5 million Private Placement of
Flow-Through Shares
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.
Val-d’Or, QC – November 19, 2019 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE:
9BR2) (the “Company” or “Bonterra”) is pleased to announce that it has entered into an agreement with
Sprott Capital Partners LP 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 “best
efforts” private placement to raise gross proceeds of up to $5,003,100 (the “Offering”).
The Offering will consist of a combination of , (i) up to 1,334,000 common shares of the Company issued
on a flow-through basis at a price of $2.25 per common share (the “FT Shares”) for gross proceeds of up
to $3,001,500, and (b) up to 834,000 common shares of the Company issued on a flow-through basis at a
price of $2.40 per common share (the “ Quebec FT Shares ”) for gross proceed s of up to $2,001,600.
Collectively the FT Shares and Quebec FT Shares shall be collectively referred to as the “ Offered
Securities”.
In addition, the Co mpany has granted the Agents an option to increase the size of Offering by up to an
additional C$1,000,000, exercisable at any time up to three business days prior to the closing of the
Offering, on the same terms and conditions under the Offering.
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.
The gross proceeds from the issuance of the Offered Securities will be used for Canadian exploration
expenses and will qualify as “flow -through mining expenditures”, as defined in subsection 127(9) of the
Income Tax Act (Canada) (the “Qualifying Expenditures”), the Quebec FT Shares will also qualify under
section 359.1 of the Taxation Act (Quebec), which will be renounced to the subscribers with an effective
date no later than December 31, 2019 to the initial purchasers of the Offered Securities in an aggregate
amount not less than the gross proceeds raised from the issue of the Offered Securities, as applicable, and,
if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation will indemnify
each Offered Security subscriber for any additional taxes payable by such subscriber as a result of the
Corporation’s failure to renounce the Qualifying Expenditures as agreed.
The securities to be issued under the Offering will be subject to a hold period of four months and one day
from the date of issue in accordance with applicable securities laws. The Offering is subject to approval of
the TSX Venture Exchange.
The Offering is currently expected to close on or about December 12, 2019 or such other date or dates as
the Company and the Lead Agent may agree.
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FOR ADDITIONAL INFORMATION:
Investor relations: Allan Folk
819-825-8678 ext. 250 | [email protected]
2872 Sullivan Road, Suite 2, Val d’Or, Quebec J9P 0B9
819-825-8676 | Website: www.btrgold.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 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 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 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 performance of our business, its operations and its financial performance and condition, as well as
management’s objectives, strategies, beliefs and 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 -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 speculative nature of mineral explor ation and development, fluctuating commodity
prices, the future tax treatment of the Offered Securities , competitive risks and the availability of financing, as
described in more detail in our recent securities filings available at www.sedar.com. Actual ev ents 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 these forward-looking statements except as required
by applicable law.