Bonterra Resources Announces Increase to its Private Placement to Approximately $32 million

Press Release

Vancouver, BC – August 6, 2019 – Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE: 9BR2) (the “Company” or “Bonterra”) is pleased to announce that it has entered into an agreement with Sprott Capital Partners LP, as lead agent (the “Lead Agent”), on its own behalf and, on behalf of a syndicate of agents (collectively with the Lead Agent, the “Agents”), to increase the “best efforts” private placement announced July 26, 2019, to raise gross proceeds of up to $31,962,910 (the “Offering”).

The Offering will now consist of a combination of (a) up to 7,385,000 Units of the Company (the “Units”) at a price of $2.50 per Unit for gross proceeds of up to $18,462,500, (b) 2,166,670 FT Units of the Company (the “FT Units”) at a price of $3.00 per FT Unit for gross proceeds of up to $6,500,010, and (c) 1,628,000 Super FT Units of the Company (the “Super FT Units”) at a price of $4.30 per Super FT Unit for gross proceeds of up to $7,000,400.

Each Unit will consist of one common share of the Company (a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be transferrable and entitle the holder to acquire one common share of the Company for two years from the Closing Date (hereinafter defined) at price of $3.10.

Each FT Unit will consist of one common share of the Company issued on a flow-through basis (a “FT Unit Share”) and one-half of one Warrant.

Each Super FT Unit will consist of one common share of the Company issued on a flow-through basis (a “Super FT Unit Share”) and one-half of one Warrant.

In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6% of the gross proceeds of the Offering.

The gross proceeds from the issuance of the FT Units and Super FT Units will be used for Canadian exploration expenses and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”), the Super FT Unit Shares will also qualify for the two 10% enhancements under section 726.4.9 and section 726.4.17.1 of the Quebec Taxation Act, which will be renounced to the subscribers with an effective date no later than December 31, 2019 to the initial purchasers of the FT Units and Super FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units and Super FT Units, as applicable, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation will indemnify each FT Unit and Super FT Unit subscriber for any additional taxes payable by such subscriber as a result of the Corporation’s failure to renounce the Qualifying Expenditures as agreed. For certainty, only the FT Unit Share and Super FT Unit Share shall qualify as “flow-through shares”.

The net proceeds from the Units sold will be used for on-going exploration and development work on the Company properties and for general corporate purposes. The securities to be issued under the Offering will be subject to a hold period of four months and one day from the date of issue in accordance with applicable securities laws. The Offering is subject to approval of the TSX Venture Exchange.

The Offering is currently expected to close on or about August 20, 2019 or such other date or dates as the Company and the Lead Agent may agree.

For further information on Bonterra, contact Investor Relations

Telephone: 1 819-825-8678 | ir@btrgold.com | WebSite

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