Bonterra Announces $10 million Private Placement of Flow-Through Shares
2872 Sullivan Rd., Suite 2
Val-d’Or, Quebec
Office: (819) 825-8678
Bonterra Announces $10 million Private Placement of
Flow-Through 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 – September 2 7, 2021 – Bonterra Resources Inc. (TSX -V: BTR, OTCQX:
BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that it has entered
into an agreement with Cormark Securities Inc. to act as lead agent (the “ Lead Agent”), on its
own behalf and 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 $10,143,000,
through the issuance of 6,900,000 common shares of the Company issued on a flow-through basis
(the “FT Shares”) at a price of $1.47 per FT Share (the “Offering”).
The Company has also granted the Agents an option, exercisable in whole or in part at any time
up to 48 h ours prior to closing of the Offering, which will allow the Agents to sell up to an
additional 15% of the FT Shares on the same terms.
In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal up 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”, as defined in subsection 127(9)
of the Income Tax Act (Canada) and under section 359.1 of the Taxation Act (Quebec) (the
“Qualifying Expenditures ”), whic h 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 FT Shares . In
addition, with respect to Québec resident subscribers who are eligible individuals under the
Taxation Act (Québec), the Canadian exploration expenses will al so qualify for 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 to certain
Québec surface mining expe nses or oil and gas exploration expenses” within 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 Offering is expected to close on or about October 19, 2021 and is subject to certain closing
conditions including, but not limited to, the receipt of all necessary 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 subject to a hold period in
Canada expiring four months and one day from the closing date of the Offering.
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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 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 concer ning 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 forwa rd-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 Share s, 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.