An anonymous director reports

BONTERRA CLOSES $36.7M PRIVATE PLACEMENT

Bonterra Resources Inc. has closed its previously announced brokered private placement for gross proceeds of $36,741,096. Pursuant to the offering, Bonterra issued 14,359,000 common shares of the company at a price of $1.95 per common share and an additional 3,273,800 common shares of the company on a flow-through basis at a price of $2.67 per flow-through share. Collectively, the flow-through shares and common shares issued pursuant to the offering are referred to as the offered securities.

The gross proceeds from the issuance of the flow-through 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. The net proceeds from the sale of common shares will be used for continuing exploration and development work on the company's mineral properties and for general working capital purposes.

Sprott Capital Partners LP acted as lead agent on behalf of a syndicate of agents, which included RBC Dominion Securities Inc. and PI Financial Corp. The agents exercised in full their option to increase the size of the offering by 20 per cent of the number of offered securities on the same terms and conditions under the offering. In connection with the offering, the agents received a cash fee in an amount equal to 6 per cent of the gross proceeds of the offering. All securities issued under the offering will be subject to a four-month-and-one-day hold period from the date of issuance in accordance with applicable securities laws. The offering is subject to final acceptance of the TSX Venture Exchange.

Certain insiders (as such term is defined under applicable securities law) of the company have subscribed for 2.05 million common shares under the offering. The issuance of common shares to insiders pursuant to the offering will be considered a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101. The company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of such insider participation. The participants in the offering and the extent of such participation were not finalized until shortly prior to the completion of the offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the offering pursuant to a material change report filed at least 21 days prior to the completion of the offering.

Prior to the closing of the offering, the company agreed to convert $500,000 of indebtedness, payable to an arm's-length creditor, by issuing an aggregate of 250,000 common shares at a price of $2 per debt settlement share. The debt settlement shares will be subject to a four-month-and-one-day hold period pursuant to applicable securities laws. The issuance of the debt settlement shares is subject to final acceptance of the TSX-V.

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