VAL-D’OR, Quebec, June 12, 2025 (GLOBE NEWSWIRE) -- Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole-bookrunner (“Canaccord Genuity”) on behalf of a syndicate of agents (the “Agents”), in connection with a brokered “best efforts” private placement of (i) up to 20,454,545 “hard-dollar” units of the Company (“HD Units”) at a price of $0.22 per HD Unit (the “HD Issue Price”); (ii) up to 2,083,333 “flow-through” units of the Company (“FT Units”) at a price of C$0.24 per FT Unit; and (iii) up to 6,557,377 “flow-through” units of the Company (“Premium FT Units” and, together with the HD Units and the FT Units, the “Offered Securities”) at a price of C$0.305 per Premium FT Unit, for aggregate for gross proceeds of up to approximately $7,000,000 pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) as amended by Coordinated Blanket Order 45-935, in each of the Provinces of Canada (the “Offering”). The Offered Securities issued to Canadian resident subscribers will not be subject to a hold period pursuant to applicable Canadian securities laws.
The Company has granted the Agents an option (the “Agents’ Option”) to sell additional Offered Securities for up to 15% of the number of securities sold in connection with the Offering. The Agents’ Option is exercisable in whole or in part at any time, up to the Closing Date (as defined below) and can be exercised for HD Units, FT Units or Premium FT Units or any combination thereof.
Each HD Unit will consist of one common share of the Company (a “Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share at an exercise price of $0.30 for a period of three years from the date of issuance. Each FT Unit and Premium FT Unit will consist of one Share and one half Warrant, each of which will qualify as a “flow-through share” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). For certainty, the proceeds from the exercise of the Warrants will not be flow-through eligible. There is an offering document relating to the Offering (the “Offering Document”) that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.btrgold.com. Prospective investors in the Offering should read the Offering Document before making an investment decision.
Completion of this Offering will occur June 30, 2025 or on such date as may be agreed upon by the Company and Canaccord Genuity (the “Closing Date”). Closing of the Offering is subject to certain customary conditions including receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Offered Securities issued pursuant to the Offering will not be subject to any hold periods pursuant to applicable Canadian securities laws.
The Company intends to use the net proceeds from the Offering to fund ongoing operations for the next twelve (12) months, all as further detailed in the Offering Document.
The net proceeds from the sale of the HD Units will be used for general corporate and administrative matters. The gross proceeds from the sale of FT Units and Premium FT Units will be used by the Company pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act”), to incur eligible “Canadian exploration expenses” as defined in s. 66.1(6) of the Tax Act that qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act (or would so qualify if the references to “before 2026” in paragraph (a) of the definition of “flow-through mining expenditure” in subsection 127(9) of the Tax Act were read as “before 2027” and the references in paragraphs (c) and (d) of that definition to “before April 2025” were read as “before April 2026”) (the “Qualifying Expenditures”) related to the Company’s projects, on or before December 31, 2026 (or such other period as may be permissible under applicable tax legislation), and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units and Premium FT Units effective December 31, 2025.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities to be sold in the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act.
FOR ADDITIONAL INFORMATION
Marc-André Pelletier, President & CEO
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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.
Forward-Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward‐looking statements or information. Forward-looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Forward-looking statements made in this news release include statements regarding tax treatment of the securities, regulatory approval, anticipated completion of the Offering, and the proposed use of proceeds of the Offering. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including, with respect to the Offering, the conditions of the financial markets, availability of financing, timeliness of completion of the Offering, and the timing of TSX Venture Exchange approval; and with respect to the use of proceeds, the sufficiency of the proceeds, the speculative nature of mineral exploration and development, fluctuating commodity prices, and competitive, as described in more detail in our recent securities filings available at www.sedarplus.ca, including the Offering Document. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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