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BTR.V ·

Bonterra Completes Second and Final Tranche of Private

Financings

2872 Sullivan Rd Suite 2

Val‐d’Or, Quebec

Office: (819) 825‐8678

Bonterra Completes Second and Final Tranche of Private

Placement for Total Gross Proceeds of $15 million

Val-d’Or, QC – December 15, 2020 – Bonterra Resources Inc. (TSX -V: BTR, OTCQX:

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

the second and final tranche of the non-brokered private placem ent previously announced on

November 23, 2020, December 3, 2020 and first tranche closing o n December 9, 2020

(the “Offering”). In the final tranche, the Company raised aggregate gross proceeds of $2,729,625

(the “ Final Tranche ”) from the sale of 2,373,587 co mmon shares of the Company

(the “Shares”) at a price of $1.15 per Share. The total number of Shares sold in the Offering was

13,043,478 for aggregate gross proceeds for all tranches of $15 million. The Company is pleased

to have received significant support and participation from its existing shareholders in the

Offering, including Wexford Capital LP, Ruffer LLP and CDPQ Sodémex Inc.

In connection with the closing of the Final Tranche, the Company will pay finder's fees to an arm's

length finder of $11,500 in cash.

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 Shares issued in the Final Tranche of the Offering are subj ect to a statutory hold period

expiring on April 16, 2021. The Offering remains subject to final acceptance by 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.

Cautionary and Forward-Looking Statements

The 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 applicab le 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

Shares in any State in which such offer, solicitation or sale would be unlawful.

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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.