Bonterra Resources Announces Closing of $5.3 million Flow- Through Private Placement

Bonterra Resources Announces Closing of $5.3 million Flow-

Through 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.

Val D’or, QC Canada – December 13 , 201 9 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX:

BONXF, FSE: 9BR2 ) (the “ Company” or “ Bonterra”) is pleased to announce that it has closed the

previously announced private placement for gross proceeds of $5,292,898.50 (the “Offering”).

Pursuant to the Offering, Bonterra issued (a) 1,307,066 flow-through common shares of the Company (the

“FT Shares”) at a price of $2.25 per FT Share for gross proceeds of $2,940,898.50, and (b) 980,000 flow-

through common shares of the Company (the “ Quebec FT Shares”) at a price of $2.40 per Quebec FT

Share for gross proceeds of $2,352,000.00.

Sprott Capital Partners LP acted as lead agent on behalf of a syndicate of agents which included PI Financial

Corp. and Red Cloud Securities (collectively, the “Agents”). In connection with the Offering, the Agents

received a cash fee in an amount equal to 6% of the gross proceeds of the Offering.

The gross proceeds from the issuance of the FT Shares and Quebec FT Shares 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 Quebec FT Shares will also qualify for the two 10%

enhancements under section 726.4.9 and section 726.4.17.1 of the Taxation Act (Quebec).

The FT Shares and Quebec FT Shares 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 final approval of the

TSX Venture Exchange.

For further information on Bonterra:

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 o r 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 forw ard-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

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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 expectat ions 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

prices, the future tax treatment of the FT Shares and Quebec 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.