Bonterra Completes First Tranche of Private Placement for Gross
2872 Sullivan Rd Suite 2
Val‐d’Or, Quebec
Office: (819) 825‐8678
Bonterra Completes First Tranche of Private Placement for Gross
Proceeds of $12.27 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 9, 2020 – Bonterra Resources Inc. (TSX- V: BTR, OTCQX:
BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that it has closed
the first tranche of the non-br okered private placement previou sly announced on November 23,
2020 and December 3, 2020 (the “Offering”). In this first tranche, the Company raised aggregate
gross proceeds of $12,270,375 (the "First Tranche") from the sale of 10,669,891 common shares
of the Company (the “Shares”) at a price of $1.15 per Share.
In connection with the closing of the First Tranche, the Company will pay finder's fees to INFOR
Financial Inc. and Cormark Securities Inc., each an arm's length finder, an aggregate of $305,750
in cash.
Certain funds managed by Wexford Capital LP, an insider of the Company, acquired directly or
indirectly a total of 4,000,000 Shares in the Offering on the same terms as other participants for an
aggregate purchase price of $4,600,000. The direct and indirec t participation in the Offering by
an insider of the Company constitutes a “related party transact ion” within the meaning of
Multilateral Instrument 61-101 Protection of Minority Secu rity 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 unde r MI 61-101) of the related par ty transactions does not exceed
25% of the Company’s market cap italization. On November 10, 20 20, the Bonterra board of
directors created a special co mmittee of independent directors to evaluate strategic alternative
transactions, including the Offe ring. The special committee ov ersaw the Offering and approved
its terms. In particular, the special committee reviewed marke t demand against the Company’s
planned 2021 exploration program in approving the increase in t he size of the Offering from
$10,000,000 to $15,000,000 as announced on December 3, 2020.
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 First Tranche of the Offering are subject to a statutory hold period expiring
on April 10, 2021. A second and final closing of the Offering is expected to take place on or
around December 15, 2020. The Offering remains subject to final acceptance by the TSX Venture
Exchange.
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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 Offerin g in a timely manner and all
investors under the Offering participated on the same terms.
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.
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.