REVISED PRIVATE PLACEMENT TERMS Further to Bitterroot Resources Ltd.’s ( BTT, TSX-V), (the “ Company ”) news release dated
BITTERROOT RESOURCES LTD.
Suite 206-B, 1571 Bellevue Avenue, West Vancouver, BC, V7V 1A6
tel 604 922 1351
www.bitterrootresources.com
NEWS RELEASE
April 30, 2020
REVISED PRIVATE PLACEMENT TERMS
Further to Bitterroot Resources Ltd.’s ( BTT, TSX-V), (the “ Company ”) news release dated April
27, 2020 announcing a non-brokered private placement (the “ Private Placement”), and in light of
the TSX Venture Exchange’s (the “ Exchange ”) recently released Temporary Relief Bulletin dated
April 8, 2020 (the “ Bulletin ”), the Company’s management has amended the terms of the Private
Placement. The Company now intends to issue at leas t 1,428,571 units of the Company (each, a
“Unit”). Each Unit will consist of one common share of t he Company and one common share
purchase warrant (each, a “ Warrant”), priced at $0.035 per Unit, for minimum gross proceeds of
$50,000. Each Warrant entitles the purchaser to acq uire one additional common share of the
Company at an exercise price of $0.06 for a period of 24 months from the closing date of the
Private Placement. The pricing of the Private Placement is made in reliance of the temporary relief
measures established in the Bulletin.
All securities issued pursuant to the Private Placement will be subject to concurrent statutory and
Exchange-mandated four-month hold periods commencin g on the closing date of the Private
Placement. The Private Placement is subject to rece ipt of all necessary regulatory approvals,
including the approval of the Exchange.
The Company intends to use the proceeds of the Priv ate Placement primarily for exploration
expenditures as set out below and for working capit al. Following the relaxation of travel
restrictions within Michigan and Nevada, the Company plans to:
drill-test the LM nickel-copper-PGM project in Mich igan’s Upper Peninsula, which will
be funded by optionee Below Exploration, Inc., and,
resume target definition and geological work on the Castle West gold project in Nevada,
which is under option from Ely Gold Royalties Inc.
Certain insiders of the Company, including Michael Carr, may participate in the Private Placement
and their participation will constitute related party transactions pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The
Company will be exempt from the requirements to obt ain a formal valuation or minority
shareholder approval in connection with the participation of the insiders in the Private Placement
in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively.
The Company will obtain approval by the board of di rectors of the Company to the Private
Placement, with the participating insiders of Compa ny declaring and abstaining from voting on
the resolutions with respect to their participation in the Private Placement.
ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY:
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 actions, events or results “will” occur. This document contains statements about expected or
anticipated future events and/or financial results that are forward-looking in nature and as a result, are subject to certain
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.
Forward-looking statements in this press release include but are not limited to the completion of the Private Placement,
the anticipated gross proceeds of the Private Placement, the approval of the Exchange, the Company’s planned use of
the proceeds of the Private Placement and the Compa ny’s plans to resume work on the Castle West gold p roject and
drill-test the LM nickel-copper-PGM project. Factors that could cause actual results to differ materially from those in
forward-looking statements include that the Company does not complete all or any part of the Private Placement, the
Company does not receive regulatory approval to the Private Placement or the Company does not proceed its plans to
resume work on the on the Castle West gold project or drill-test the LM nickel-copper-PGM project. Accordingly the
actual events may differ materially from those projected in the forward-looking statements. When relying on forward-
looking statements to make decisions, investors and others should carefully consider the foregoing fac tors 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
forward-looking statements, we claim the safe harbo ur for forward-looking statements within the meanin g of the
Private Securities Legislation Reform Act of 1995.