Bonterra Announces Closing of $25 million Private Placement
2872 Sullivan Rd Suite 2
Val‐d’Or, Quebec
Office: (819) 825‐8678
Bonterra Announces Closing of $25 million Private Placement
Val-d’Or, QC – March 10, 2022 – 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 February 17, 2022 (the “Offering”).
Pursuant to the Offering, B onterra issued (a) 6,405,000 common shares of the Company (the
“Common Shares”) at a price of $1.21 per Common Share for gross proceeds of $7,750,050, and
(b) 8,383,500 common shares of the Company that qualify as “flo w-through shares” (within the
meaning of subsection 66(15) of the Income Tax Act (Canada) (the “ FT Shares”) at a price of
$2.06 per FT Share for gross proceeds of $17,270,010, representing total aggregate gross proceeds
of the Offering of $25,020,060.
Cormark Securities Inc. acted as lead agent on behalf of a synd icate of agents which included
Desjardins Securities Inc. (collectively, the “ Agents”). In connection with the Offering, the
Agents received a cash fee equal to 6.0% of the gross proceeds from sale of the Common Shares
and 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 Common Shares to subscribers on 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, 2023 and
renounced to the subscribers with an effective date no later th an December 31, 2022 in an
aggregate amount not less than the gross proceeds raised from t he sale of FT Shares under the
Offering. In addition, with respect to Québec resident subscri bers who are eligible individuals
under the Taxation Act (Québec), the Canadian exploration expenses will also qualify for inclusion
in the “exploration base relati ng to certain Québec exploration expenses” within the meaning of
section 726.4.10 of the Taxation Act (Québec) and for inclusion in t he “exploration base relating
to certain Québec surface mining expenses or oil and gas explor ation 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 indemnif y 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 of the issuance of the Common Shares
will be used for general working capital purposes.
Certain funds managed by Wexford Capital LP, an insider of the Company, acquired directly or
indirectly a total of 2,985,220 Co mmon Shares in the Offering o n the same terms as other
participants for an aggregate purchase price of $3,612,116. The direct or indirect participation in
the Offering by an insider of the Company constitutes a “relate d party transaction” within the
meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The Company is 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 (as determined under MI 61 -101) of the related party
transactions does not exceed 25% of the Company’s market capitalization.
- 2 -
A material change report in connection with the Offering will be filed less than 21 days before the
closing of the Offering. The Company believes this shorter period is reasonable and necessary in
the circumstances as the Company wished to complete the Offering in a timely manner.
The Common Shares and 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 securities laws. The
Offering remains subject to final approval by the TSX Venture Exchange.
FOR ADDITIONAL INFORMATION:
Marc-André Pelletier, 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 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.