Bonterra Resources Announces Closing of $21.8 million Private Placement
1680‐200 Burrard Street
Vancouver, BC V6C 3L6
Office: 604.678.5308
TF: 855.678.5308
www.bonterraresources.com
Bonterra Resources Announces Closing of $21.8 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 – November 8, 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 $21,817,100 (the “Offering”).
Sprott Capital Partners acted as lead agent on behalf of a synd icate of agents which included PI Financial
Corp., Red Cloud Klondike Strike Inc., Canaccord Genuity Corp. and Haywood Securities Inc.
(collectively, the “Agents”).
Pursuant to the Offering, Bonterra issued 3,443,500 common shar es of the Company on a flow-through
basis (“FT Shares”) at a price of $3.80 per FT Share and 2,646,000 common shares of the Company on a
non-flow-through basis (“NFT Shares”) at a price of $3.30 per NFT Share.
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 Agenc y, the Company will indemnify each
FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure
to renounce the Qualifying Expe nditures as agreed. The net pro ceeds from the NFT Shares will be used
for on-going exploration and development work on the Company pr operties and for general corporate
purposes.
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. All securities issued under the Offering 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.
In addition, the Company also wishes to announce a non-brokered private placement of FT Shares and Non-
FT Shares on the same terms as the Offering to raise proceeds o f up to $500,000 (the “ Non-Brokered
Offering”). The Non-Brokered Offering is subject to acceptance of the T SX Venture Exchange and is
expected to close in the immedi ate future. All securities issue d under the Non-Brokered Offering will be
subject to a four month hold period from the date of issue in accordance with applicable securities laws.
ON BEHALF OF THE BOARD OF DIRECTORS,
Nav Dhaliwal, President & CEO
Bonterra Resources Inc.
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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 statem ents concerning, the use of proceeds of the Offering, the
completion of the Non-Brokered 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 “m ay”, “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 exploration and
development, fluctuating commodity pri ces, the future tax treatment of the FT Shares, competitive 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.