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BTR.V ·

Bonterra Announces Increase of its Previously Announced Private

Financings

2872 Sullivan Rd Suite 2 

Val‐d’Or, Quebec

Office: (819) 825‐8678 

Bonterra Announces Increase of its Previously Announced Private

Placement to $15 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.

Val-d’Or, QC – December 3, 2020 – Bonterra Resources Inc. (TSX- V: BTR, OTCQX:

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

increased the size of the previously announced non-brokered pri vate placement to $15 million

from the sale of common shares of the Company (the “Common Shares”) at a price of $1.15 per

Common Share (the “Offering”). The Company may further elect to increase the size of the

Offering by issuing additional Common Shares. In addition, the Company may pay finders' fees

in connection with the Offering. This Offering is expected to close within the next 10 days.

Certain insiders of the Company may participate in the Offering . The participation of Insiders in

the Offering will constitute a “related party transaction” with in the meaning of Multilateral

Instrument 61-101 Protection of Minority Security Holders in Special Transactions

(“MI 61-101”). The Company anticipates relying on the exemptions from the formal valuation

and minority approval requirements in Sections 5.5.(a) and 5.7( 1)(a) of MI 61-101, on the basis

that the fair market value of the related party transactions does not exceed 25% of the Company’s

market capitalization.

The net proceeds of the Offering will be used to fund drilling campaigns at Bonterra’s Moroy,

Gladiator and Barry projects and to prepare a resource estimate update and a Preliminary Economic

Assessment (“PEA”) on these three projects and for general working capital purp oses. The PEA

is expected to be completed in the fall of 2021. Along with a total of 124,000 m drilled since the

2019 resource estimates on the Moroy, Gladiator and Barry projects as well as the bulk sample at

Moroy, the Company expects these initiatives to help demonstrat e the value of the Company’s

assets.

The Common Shares to be issued under the Offering 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 approval of the TSX Venture Exchange.

FOR ADDITIONAL INFORMATION:

Pascal Hamelin, President and Chief Executive Officer

Peter O’Malley, Director, Chair of the Special Committee

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.

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Cautionary and Forward-Looking Statements

The common shares offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not

be offered or sold in the United States absent registration or an applicable exemption from the registration

requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there

be any sale of the common shares in any State in which such offer, solicitation or sale would be unlawful.

This news release contains “forward-looking information” that is based on Bonterra’s current expectations, estimates,

forecasts and projections. This forward-looking information includes, among other things, statements with respect to

Bonterra’s exploration and development plans, the execution of its strategy, the terms and timing of the proposed

financing, and potential strategic alternatives and transaction s that the Company may pursue. There can be no

assurance that the Company will complete its proposed financing . Any financing may be subject to applicable

regulatory approvals, including of the TSX Venture Exchange. In addition, the PEA may not be completed as planned

or at all and the results of such PEA are unknown at this time and may indicate that the projects may have economic

values below the Company’s expectations. The words “will”, “anticipated”, “plans” or other similar words a n d

phrases are intended to identify forward-looking information. T his forward-looking information includes namely,

information with respect to the planned exploration programs an d the potential growth in mineral resources.

Exploration results that include drill results on wide spacings may not be indicative of the occurrence of a mineral

deposit and such results do not provide assurance that further work will establish sufficient grade, continuity,

metallurgical characteristics and economic potential to be clas sed as a category of mineral resource. The potential

quantities and grades of drilling targets are conceptual in nature and, there has been insufficient exploration to define

a mineral resource, and it is uncertain if further exploration will result in the targets being delineated as mineral

resources. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that

may cause Bonterra’s actual results, level of activity, perform ance or achievements to be materially different from

those expressed or implied by such forward-looking information. Such factors include but are not limited to:

uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and

development; changes in economic conditions or financial market s, environmental and other judicial, regulatory,

political and competitive developments; technological or operat ional difficulties or inability to obtain permits

encountered in connection with exploration activities; and labo ur relations matters. This list is not exhaustive of the

factors that may affect our forward-looking information. These and other factors should be considered carefully and

readers should not place undue reliance on such forward-looking information.