Bonterra Announces Upsize of Private Placement Offering of Flow- Through Common Shares to $13 Million and Concurrent $2 Million
2872 Sullivan Rd Suite 2
Val‐d’Or, Quebec
Office: (819) 825‐8678
Bonterra Announces Upsize of Private Placement Offering of Flow-
Through Common Shares to $13 Million and Concurrent $2 Million
Private Placement of Common Shares
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 – March 15, 2021 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF,
FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that, in connection with its
previously announced “best efforts” private placement financing, the Company and a syndicate of
agents led by Cormark Securities Inc. (collectively, the “Agents”), have agreed to increase the size
of the offering. Under the revised terms of the offering, the Company has agreed to issue 9,030,000
common shares of the Company on a flow-through basis (the “FT Shares”) for gross proceeds of
$13,003,200 at a price of $1.44 per FT Share and 2,000,000 common shares of the Company (the
“Common Shares”) for gross proceeds of $2,100,000 at a price of $1.05 per Common Share (the
“Offering”).
The Company and the Agents have also agreed to increase the opt ion granted to the Agents (the
“Agents’ Option”), exercisable in whole or in part at any time up to 48 hours prior to closing of
the Offering, which will allow the Agents to sell up to an addi tional 1,390,000 FT Shares and up
to an additional 350,000 Common Shares, in each case, on the same terms as the Offering.
The gross proceeds from the issuance of the FT Shares will be u sed 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 “ Qualifying Expenditures”), which will be incurred on or
before December 31, 2022 and renounced to the subscribers with an effective date no later than
December 31, 2021 in an aggregate amount not less than the gross proceeds raised from the issue
of the Offered Securities, as applicable, and, if the Qualifyin g 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 net proceeds from the issuance of the Common Shares will be used for working capital and
general corporate purposes.
The Offering is expected to close on or about April 7, 2021 and is subject to certain closing
conditions including, but not limited to, the receipt of all ne cessary approvals, including the
acceptance of the TSX Venture Exchange. The Offering is being made by way of private placement
in Canada. The securities issued under the Offering will be su bject to a hold period in Canada
expiring four months and one day from the closing date of the Offering.
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 three main
assets, Gladiator, Barry, and Moroy, that collectively have a t otal of 698 thousand ounces in
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measured & indicated categorie s, and 1.4 million ounces in infe rred category. Approximately
130,000 metres of drilling will be used to update this resource shortly. Importantly, the Company
owns the only permitted and operational gold mill in the region that is currently two-thirds the way
through the permitting process to expand from 800 to 2,400 tonn es-per-day. Bonterra is focused
on graduating from advanced exploration to a development company over the next 18-months to
deliver shareholder value.
FOR ADDITIONAL INFORMATION
Pascal Hamelin, President & CEO
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 does not constitute an offer to sell or a sol icitation 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 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, competitive risks an d 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.