PRIVATE PLACEMENT CLOSED Bitterroot Resources Ltd.’s (BTT, TSX-V) (the “ Company ”) management announces that further
BITTERROOT RESOURCES LTD.
Suite 206-B, 1571 Bellevue Avenue, West Vancouver, BC, V7V 1A6
tel 604 922 1351
www.bitterrootresources.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
December 3, 2020
PRIVATE PLACEMENT CLOSED
Bitterroot Resources Ltd.’s (BTT, TSX-V) (the “ Company ”) management announces that further
to its press releases dated November 6, 2020 and No vember 24, 2020, it has closed an
oversubscribed non-brokered private placement (the “ Private Placement”) of 17,340,000 units of
the Company at a purchase price of $0.06 per unit ( each, a “ Unit”) for aggregate gross proceeds
to the Company of $1,040,400. The Company increased the size of the Private Placement by an
additional 901,667 Units since its press release dated November 24, 2020 due to increased demand.
Each Unit consists of one common share of the Compa ny (each, a “ Common Share ”) and one-
half of one common share purchase warrant (each who le warrant, a “ Warrant”). Each whole
Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.12
until December 3, 2022.
The Company intends to use the proceeds of the Priv ate Placement for follow-up drilling of the
LM Property’s recently discovered magmatic nickel-c opper-PGM mineralization in the Upper
Peninsula of Michigan, pre-drilling permitting and geophysical (CSAMT) surveys on the Coyote
Sinter and Castle gold/silver projects in Nevada and for general working capital.
The Company engaged PI Financial Corp., Canaccord G enuity Corp., Haywood Securities Inc.
and Pollitt & Co. (collectively, the “ Finders ”) as arm’s length finders to assist the Company with
locating purchasers to participate in the Private P lacement. The Company paid the Finders an
aggregate amount of $21,132 in cash, and issued an aggregate amount of 329,100 finders’
warrants, each finders’ warrant exercisable to acquire one Common Share at an exercise price of
$0.12 until December 3, 2022.
The Private Placement is subject to the final accep tance of the TSX Venture Exchange (the
“Exchange ”). The securities issued pursuant to the Private Placement are subject to a four-month
hold period expiring on April 4, 2021 in accordance with applicable securities laws and the rules
of the Exchange.
The securities issued in connection with the Privat e Placement have not been nor will they be
registered under the United States Securities Act of 1933, as amended, or state securities laws, and
may not be offered or sold in the United States or to an account for the benefit of US persons,
absent such registration or an exemption from registration. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy the securities in the United States or in any
jurisdiction in which such offer, sale, or solicitation would be unlawful.
Related Party Transaction and Early Warning Disclosure
George W. Sanders, a director of the Company, and M ichael Carr, President, CEO, Corporate
Secretary and a director of the Company, participat ed in the Private Placement by purchasing
1,500,000 Units and 1,000,000 Units, respectively, which constitutes related party transactions
pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“ MI 61-101 ”). There has not been a material change in the per centage of the
outstanding securities of the Company that are indi vidually owned by George W. Sanders, but
there has been a material change in the percentage of the outstanding securities of the Company
that are individually owned by Michael Carr as desc ribed below. The Company is exempt from
the requirements to obtain a formal valuation or minority shareholder approval in connection with
the participation of the insiders in the Private Pl acement in reliance of the exemptions contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, resp ectively. The Company obtained approval by
the board of directors of the Company to the Private Placement, with the participating insiders of
Company declaring and abstaining from voting on the resolutions with respect to their participation
in the Private Placement.
Michael Carr acquired beneficial ownership of, or c ontrol or direction over, 1,000,000 Units
pursuant to the Private Placement for total conside ration of $60,000 to the Company, and sold
1,000,000 Common Shares on the Pure Trading alterna tive equity market at a price of $0.06 per
Common Share for total consideration of $60,000 to Mr. Carr. Following the acquisition of
1,000,000 Units and disposition of 1,000,000 Common Shares, Mr. Carr beneficially owns or has
control or direction over a total of 7,648,803 Comm on Shares, 700,000 Warrants exercisable to
acquire an additional 700,000 Common Shares, and 1, 750,000 stock options of the Company
exercisable to acquire up to an additional 1,750,000 Common Shares. As a result of the issuance
of an additional 17,340,000 common shares in the Private Placement and the transactions described
above, Mr. Carr’s beneficial ownership of, or contr ol or direction over, the Common Shares
decreased from 15.64% to 11.55% on a non-diluted basis, and decreased from 19.67% to 14.71%
on a partially-diluted basis, which assumes the exe rcise of all of the Warrants and stock options
held by Mr. Carr. As a result of these transactions , Mr. Carr’s control or direction over the
Company’s securities was reduced by over 2% of the issued and outstanding Common Shares on
a non-diluted and a partially-diluted basis since the last early warning report filed by Mr. Carr on
SEDAR.
Mr. Carr both acquired and disposed ownership of, a nd control over, the securities that triggered
the requirement to file an early warning report and the early warning disclosure in this news
release. Mr. Carr acquired ownership of the 1,000,0 00 Units pursuant to the subscription
agreement entered into with the Company. Mr. Carr a cquired the securities of the Company for
investment purposes only and has no present intenti on to dispose of or acquire further securities
of the Company. Mr. Carr may increase or decrease h is beneficial ownership or control of
securities in the Company as circumstances arise.
For further information or to obtain a copy of the early warning report filed on SEDAR, pursuant
to National Instrument 62-103, please contact Mr. Carr by telephone at 604 922-1351 or by e-mail
at [email protected]. The Company’s o ffice is located at Suite 206–B, 1571
Bellevue Avenue, Vancouver, BC V7V 1A6. The address of Mr. Carr is Suite 206–B, 1571
Bellevue Avenue, Vancouver, BC V7V 1A6.
ON BEHALF OF THE BOARD OF DIRECTORS
Michael S. Carr
Director
Contact information:
Telephone: 604-922-1351
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS :
Certain statements contained in this press release may constitute forward-looking statements under Canadian securities
legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such
as “expects” or “it is expected”, or variations of such words and phrases or statements that certain a ctions, events or
results “will” occur. Forward-looking statements in this press release include but are not limited to the final approval
of the Exchange to the Private Placement and the in tended use of proceeds for the Private Placement. F actors that
could cause actual results to differ materially fro m those in forward-looking statements include that Company does
not receive regulatory approval to the Private Placement. The forward-looking statements are subject to certain other
risks and uncertainties, such as general economic, market and business conditions, regulatory processes and actions,
technical issues, new legislation, competitive conditions, the uncertainties resulting from potential delays or changes
in plans, the occurrence of unexpected events and t he Company’s ability to execute and implement its f uture plans.
Actual results may differ materially from those pro jected by management. When relying on forward-looki ng
statements to make decisions, investors and others should carefully consider the foregoing factors and other
uncertainties and should not place undue reliance o n such forward-looking statements. The Company does not
undertake to update any forward looking statements, except as may be required by applicable securities laws. For such
statements, we claim the safe harbour for forward-l ooking statements within the meaning of the Private Securities
Legislation Reform Act of 1995.