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Bonterra Announces Closing of $11.66 million Private Placement

Financings

2872 Sullivan Rd Suite 2

Val‐d’Or, Quebec

Office: (819) 825‐8678

Bonterra Announces Closing of $11.66 million Private Placement

Val-d’Or, QC – October 21, 2021 – Bonterra Resources Inc. (TSX- V: BTR, OTCQX:

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

the brokered private placement previously announced on September 27, 2021 (the “Offering”).

Pursuant to the Offering, B onterra issued 7,935,000 common shar es (each a “ Common Share”)

of the Company that qualify as “flow-through shares” (the “ FT Shares”) at a price of $1.47 per

FT Share for gross proceeds of $11,664,450.

Cormark Securities Inc. acted as lead agent on behalf of a syndicate of agents which included Red

Cloud Securities Inc. (collectively, the “ Agents”). In connection with t he Offering, the Agents

received a cash fee equal to 6.0% of the gross proceeds from sa les of the FT Shares under the

Offering to subscribers other than those on the President’s List and a cash fee equal to 2.0% of the

gross proceeds from the sale of the FT Shares to subscribers from the President’s List.

The gross proceeds from the issuance of the FT Shares will be u sed for “Canadian exploration

expenses” that qualify as “flow-through mining expenditures”, a s both terms are defined in

subsection 127(9) of the Income Tax Act (Canada) (the “ Qualifying Expenditures”), related to

the Company’s projects in Québec which will be incurred on or b efore December 31, 2022 and

renounced to the subscribers with an effective date no later th an December 31, 2021 in an

aggregate amount not less than the gross proceeds raised from t he Offering. In addition, with

respect to Québec resident subscr ibers who are eligible individ uals under the Taxation Act

(Québec), the Canadian explorati on expenses will also qualify f or inclusion in the “exploration

base relating to certain Québec exploration expenses” within the meaning of section 726.4.10 of

the Taxation Act (Québec) and for inclusion in the “exploration base relating t o certain Québec

surface mining expenses or oil an d gas exploration expenses” wi thin the meaning of section

726.4.17.2 of the Taxation Act (Québec). If the Qualifying Expenditures are reduced by the

Canada Revenue Agency, 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 Expenditures as agreed.  

The FT Shares issued in the Offering are subject to a statutory hold period of four months and one

day from the date of issue in accordance with applicable securi ties laws. The Offering remains

subject to final approval by the TSX Venture Exchange.

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a large po rtfolio of advanced exploration

assets anchored by a central milling facility in Quebec, Canada . The Company has four main

assets, Gladiator, Barry, Moroy, and Bachelor that collectively have a total of 1.24 million ounces

in Measured and Indicated categories, and 1.78 million ounces in Inferred category. Importantly,

the Company owns the only permitted and operational gold mill i n the region that is currently

estimated at 75% through the pe rmitting process to expand from 800 to 2,400 tonnes-per-day.

Bonterra is focused on graduating from advanced exploration to a development company over the

next 18-24 months to deliver shareholder value.

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FOR ADDITIONAL INFORMATION:

Pascal Hamelin, President and Chief Executive Officer

Email: [email protected]

2872 Sullivan Road, Suite 2, Val d’Or, Quebec J9P 0B9

819-825-8678 | Website: www.btrgold.com

Neither 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.

Cautionary and Forward-Looking Statements

This news release includes certain forward-looking statements c oncerning the use of proceeds of the Offering, the

future performance of our business, its operations and its fina ncial performance and condition, as well as

management’s objectives, strategies, beliefs and intentions. Fo rward-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 sub ject 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, use of proceeds of t he Offering, 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 forwa rd-looking statements and we caution against placing

undue reliance thereon. We assume no obligation to revise or up date these forward-looking statements except as

required by applicable law.