Bonterra Resources Announces Update and Increase in Private Placement to $21.8 million
1680‐200 Burrard Street
Vancouver, BC V6C 3L6
Office: 604.678.5308
TF: 855.678.5308
www.bonterraresources.com
Bonterra Resources Announces Update and Increase in Private
Placement to $21.8 million
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 24, 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 amended agreement with
Sprott Capital Partners to act as lead agent (the “ Lead Agent ”), on its own behalf and, on behalf of a
syndicate of agents (collectively with the Lead Agent, the “Agents”), and has agreed to increase the private
placement to raise gross proceeds of up to $21,817,100 (the “Offering”).
As per the previous press release issued on October 15th, 2018, the Company will consolidate its outstanding
common shares on the basis of ten (10) existing common shares f or one (1) new common share (the
"Consolidation") prior to closing of this Offering. Upon completion of the Co nsolidation and prior to
closing of the Offering, the Com pany 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 now consist of a combination of (a) up to 3,4 43,500 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 2,646,000
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.
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.