Bonterra Resources Announces Closing of $21.5 Million Private Placement

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Bonterra Resources Announces Closing of $21.5 Million Private Placement

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 – February 26, 2018 – Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE:

9BR1) (the “Company” or “Bonterra”) is pleased to announce that it has closed its previously announced

brokered private placement for gross proceeds of $21,495,000 (t he “Offering”). Sprott Capital Partners

acted as lead agent on behalf of a syndicate of agents which in cluded INFOR Financial Inc., Red Cloud

Klondike Strike Inc., Laurentian Bank Securities Inc. and PI Financial Corp. (collectively, the “Agents”).

Pursuant to the Offering, Bonterra issued 13,300,000 common sha res of the Company on a flow-through

basis (“Super FT Shares”) at a price of $0.75 per Super FT Share and 19,200,000 common shares of the

Company on a flow-through basis (“ National FT Shares ”) at a price of $0.60 per National FT Share.

Collectively the Super FT Shares and FT Shares are the “Offered Securities”.

The gross proceeds from the issu ance 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 Super FT Shares will also qualify for the two 10 % enhancements under

section 726.4.9 and sectio n 726.4.17.1 of the Quebec Taxation Act , which will be renounced with an

effective date no later than December 31, 2018 to the initial p urchasers of the Offered Securities in an

aggregate amount not less than the gross proceeds raised.

In connection with the Offering, the Agents received a cash fee in an amount equal to 6.0% of the gross

proceeds of the Offering. As additional consideration, the Comp any granted 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 Securit ies placed in the Offering. Each Broker

Warrant is exercisable to acquire one common share at a price e qual to $0.60 for a period of 24 months

after the closing date. All securities issued under the Offerin g will be subject to a four month hold period

from the date of issue in accord ance with applicable securities laws. The Offering is subject to final

acceptance of the TSX Venture Exchange.

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 Provid er (as that term is defined in the policies of the TSX Ventu re Exchange)

accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicita tion of an offer to buy nor s hall 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 Unite d States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws

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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 renunciation of Canadian

Exploration Expenses that are flow-through mining expenditures, the tax treatment of the Offered Securities, 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 s imilar 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 uncertai n and subject to a variety of assumptions, risks and uncertainties, including the spe culative nature of

mineral exploration and development, fluctuating commodity prices, the future tax treatment of the Offered Securities, competit ive risks and the

availability of financing, as described in more detail in our recent securities 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 these forward-looking statements except as required by applicable law.