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Valterra Closes First Tranche of Private Placement; Provides Corporate and Property Update

Financings

Valterra Closes First Tranche of Private

Placement; Provides Corporate and Property

Update

Vancouver, British Columbia--(Newsfile Corp. - December 1, 2020) -

Valterra Resource Corporation

(TSXV: VQA) (OTCQB: VRSCF) ("Valterra" or the "Company") reports that it

has closed the first tranche

of its previously reported private placement by issuing 7,220,330 Units at a price of $0.075 per unit for

gross proceeds of $541,524.75. Each Unit consists of one common share and one half share purchase

warrant exercisable to purchase one additional common share for a period of three years at an exercise

price of $0.125 per common share. Securities issued pursuant to this tranche of the private placement,

including common shares and share purchase warrants, carry a legend restricting trading of the

securities until March 31, 2021. Finders' fees and commissions may be paid by the Company in relation

to the units sold in this tranche. Net proceeds of the financing will be used to advance Valterra's recently

implemented Brazilian gold program and for working capital. The private placement is subject to TSX

Venture Exchange approval.

Annual General Meeting

All ordinary resolutions placed before the annual general meeting held on November 30, 2020 were

passed. Smythe LLP, Chartered Accountants were appointed as auditors of Valterra and the

Company's rolling stock option plan was approved. Shareholders elected directors Lawrence Page,

Q.C., Brian McGrath, Joseph A. Kizis, Jr. and John Kerr. The directors subsequently appointed

Lawrence Page as President, Graham Thatcher as Chief Financial Officer and Arie Page as Corporate

Secretary.

The Company would like to thank retiring directors Edward Odishaw, Nigel Bunting and Donald Head for

their many years of service to Valterra and to wish each of them well on their future endeavours.

Brazil Project Update

As previously announced, Valterra 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 an agreement to purchase a 100% interest in the Livramento gold property, both

located in the Poconé Mining District, Brazil (the "Transaction"). 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 Transaction is subject to TSX Venture Exchange acceptance and is expected to

close by December 31, 2020.

In connection with the Transaction, the Company has advanced to PMM the aggregate amount of

$1,027,500 by way of loans since June 3, 2020 for the purpose of property acquisition and exploration

costs and for general working capital. In accordance with a loan agreement between the parties dated

November 17, 2020, the loans are interest free and must be repaid upon demand in the event that the

Transaction is not concluded prior to June 1, 2021.

About Valterra

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 Brazil,

British Columbia and Mexico. Valterra's prime focus is on advancing its Brazilian properties, with a

secondary focus on its early stage properties that have the potential to host large deposits in regions

with excellent infrastructure. Upon acquisition of Pocone Mining Mineracao Ltda, Valterra will indirectly

hold a 100% interest in the

Lima

Gold Project and an option to acquire a 100% interest in the

Livramento

Gold Project, both located in Brazil.

Valterra also owns a 100% interest in the

Swift-Katie

copper gold porphyry property in British Columbia and has an option to earn a 100% interest in the

Los

Reyes

copper- gold property in Mexico.

-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.

This news release is not intended for distribution to United States newswire services or

dissemination in the United States.

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

https://www.newsfilecorp.com/release/69232