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Valterra Acquires Pocone Mining Mineracao Ltda

Mergers & Acquisitions

Valterra Acquires Pocone Mining Mineracao

Ltda

Vancouver, British Columbia--(Newsfile Corp. - September 4, 2020) -

Valterra Resource Corporation

(TSXV: VQA) (OTCQB: VRSCF) ("Valterra" or the "Company") has agreed to purchase all of the issued

and outstanding quotas of Poconé Mining Mineracao Ltda ("PMM"), a private Brazilian company which

holds a 100% interest in the Lima gold property and a binding agreement to purchase a 100% interest in

the Livramento gold property, both located in the Poconé Mining District, Brazil. As consideration for the

acquisition of PMM, the Company will issue 8,000,000 common shares in the capital of Valterra and

8,000,000 share purchase warrants, with each share purchase warrant exercisable to purchase one

common share of Valterra at a price of $0.10 per share for a period of 4 years. As additional

consideration, the vendors of PMM will receive a 1.5% net smelter return royalty from production on all

existing and future properties held by PMM.

The PMM operational team has 14 years of successful mining experience in Brazil and currently live in

the small town of Poconé. They will operate PMM’s projects for a monthly fee. Valterra’s management

believes this acquisition is a rare opportunity to acquire advanced gold properties at exceptionally

attractive terms.

The acquisition of PMM is subject to TSX Venture Exchange acceptance.

In other corporate matters, the Company has amended its option with respect to the acquisition of the

Los Reyes property in Chihuahua, Mexico. Pursuant to the amendment agreement, US$70,000 of the

US$100,000 option payment due on August 11, 2019 was deferred until December 31, 2019. The

Company has agreed to issue 40,000 common shares in the capital of Valterra to the optionors of the

property in consideration of this payment deferral. The issuance of shares pursuant to the Los Reyes

amendment is subject to TSX Venture Exchange acceptance.

The Company has terminated its option to acquire the Weepah project in Nevada.

About Valterra Resource Corporation

Valterra is a Manex Resource Group Company. The group provides expertise in exploration,

administration, and corporate development services for Valterra's mineral properties located in British

Columbia, Brazil and Mexico. Valterra is focused on early stage properties with the potential to host

large deposits in regions with excellent infrastructure. Valterra owns a 100% interest in the

Swift-Katie

copper-gold porphyry property in British Columbia. It is earning a 100% interest in the

Los Reyes

copper-gold property in Mexico and, through the proposed acquisition of PMM, will hold a 100% interest

in the

Lima

gold-silver project and a binding agreement to purchase a 100% interest in the

Livramento

gold project, both in Brazil. The Company's criteria for its acquisition plans in Brazil is to identify large

freehold land packages with a history of under investment from owners with poor access to capital.

The

freehold land packages will be located in the Poconé gold trend with adequate infrastructure and

provision for expansion and easy licensing.

-30-

On behalf of the Board of Directors,

"Lawrence Page"

Lawrence Page Q.C., President, Valterra Resource Corporation

For further information, please visit Valterra's website at

valterraresource.com

or contact Valterra at

604.641.2759 or by email at

[email protected]

.

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.

This news release may contain forward-looking statements including but not limited to comments

regarding the timing and content of upcoming work programs, geological interpretations, receipt of

property titles, potential mineral recovery processes, etc. Forward-looking statements address future

events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ

materially from those currently anticipated in such statements. These statements are based on a

number of assumptions, including, but not limited to, assumptions regarding general economic

conditions, interest rates, commodity markets, regulatory and governmental approvals for Valterra

Resource Corporation's projects, and the availability of financing for Valterra Resource Corporation's

development projects on reasonable terms. Factors that could cause actual results to differ materially

from those in forward looking statements include market prices, exploitation and exploration

successes, the timing and receipt of government and regulatory approvals, and continued availability

of capital and financing and general economic, market or business conditions. Valterra Resource

Corporation does not assume any obligation to update or revise its forward-looking statements,

whether as a result of new information, future events or otherwise, except to the extent required by

applicable law.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/63285