Bonterra Resources Announces $30 million
Bonterra Resources Announces $30 million
Private Placement
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DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO
THE UNITED STATES
./
VAL-D'OR, QC
,
Feb. 21, 2019
/CNW/ -
Bonterra Resources Inc.
(TSX-V: BTR, US: BONXF,
FSE: 9BR1)
(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
$30,001,860
(the "
Offering
").
The Offering will consist of a combination of (a) 1,873,000 common shares of the Company issued
on a flow-through basis (the "
FT Shares
") at a price of
$2.67
per FT Share, and (b) 12,821,000
common shares of the Company issued on a non-flow-through basis (the "
NFT Shares
") at a price
of
$1.95
per NFT Share. Collectively the FT Shares and NFT Shares are referred to as the
"
Offered Securities
".
In addition, the Company has granted the Agents an option to increase the size of Offering by up to
20% of the number of the Offered Securities, exercisable at any time up to three days prior to
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 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
December 31, 2019
to the initial purchasers of the
FT Shares in an aggregate amount not less than the gross proceeds raised from the issue of 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 subscriber as a result of the Corporation's failure to renounce the Qualifying Expenditures as
agreed. The net proceeds from the NFT Share sold will be used for on-going exploration and
development work on the 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 Offering is subject to approval of the TSX Venture Exchange.
The Offering is currently expected to close on or about
March 15, 2019
or such other date or dates
as the Company and the Lead Agent may agree.
ON BEHALF OF THE BOARD OF DIRECTORS,
Greg Gibson
, Interim CEO
Bonterra Resources Inc.
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 exploration 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 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.
SOURCE
Bonterra Resources Inc.
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For further information:
on Bonterra, contact Investor Relations, Email:
[email protected], Website: www.bonterraresources.com, Phone: 819 825-8678
CO: Bonterra Resources Inc.
CNW 17:23e 21-FEB-19