Mr. Greg Gibson reports
BONTERRA RESOURCES ANNOUNCES $30 MILLION PRIVATE PLACEMENT
Bonterra Resources Inc. has entered into an agreement with Sprott Capital Partners LP to act as lead agent on its own behalf and, if applicable, on behalf of a syndicate of agents, in connection with a best efforts private placement to raise gross proceeds of up to $30,001,860.
The offering will consist of a combination of (a) 1,873,000 common shares of the company issued on a flow-through basis at a price of $2.67 per FT share, and (b) 12,821,000 common shares of the company issued on a non-flow-through basis at a price of $1.95 per NFT share. Collectively the FT shares and NFT shares are referred to as the offered securities.
In addition, the company has granted the agents an option to increase the size of the offering by up to 20 per cent of the number of the offered securities, exercisable at any time up to three days prior to closing of the offering, on the same terms and conditions under the offering.
In connection with the offering, the agents will be entitled to a cash fee in an amount equal to 6 per cent of the gross proceeds of the offering.
The gross proceeds from the issuance of the FT shares 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), which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019, to the initial purchasers of the FT shares in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the corporation will indemnify each FT share subscriber for any additional taxes payable by such subscriber as a result of the corporation's failure to renounce the qualifying expenditures as agreed. The net proceeds from the NFT share sold will be used for exploration and development work on the company properties and for general corporate purposes. All offered securities will be subject to a four-month hold period 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 March 15, 2019, or such other date or dates as the company and the lead agent may agree.
We seek Safe Harbor.
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