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File: 2018-10-24 BTR NR Amended Offering.docx


Bonterra Resources Announces Update and Increase in Private Placement to $21.8 million  

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
---> INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Vancouver, BC - October 24, 2018 - Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE: 9BR1) (the "Company" or "Bonte
--->rra") is pleased to announce that it has entered into an amended agreement with Sprott Capital Partners to act 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"), and has agreed to increase the private placement to raise gross proceeds of up to $21,817,100 (the "O
--->ffering").

As per the previous press release issued on October 15th, 2018, the Company will consolidate its outstanding common sh
--->ares on the basis of ten (10) existing common shares for one (1) new common share (the "Consolidation") prior to closi
--->ng of this Offering. Upon completion of the Consolidation and prior to closing of the Offering, the Company is expecte
--->d to have 39,749,870 issued and outstanding common shares. No fractional shares will be issued. In addition, there wil
--->l be no change in the Company's name or trading symbol. All securities issued under the Offering will be, and all pric
--->es in this release are, on a post-Consolidation basis.

The Offering will now consist of a combination of (a) up to 3,443,500 common shares of the Company issued on a flow-th
--->rough basis (the "FT Shares") at a price of $3.80 per FT Share, and (b) up to 2,646,000 common shares of the Company i
--->ssued on a non-flow-through basis (the "NFT Shares") at a price of $3.30 per NFT Share.  Collectively the FT Shares an
--->d NFT Shares are referred to as the "Offered Securities". 

In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6% of the gross proce
--->eds 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" (the "Qualifying Expenditures"), as defined in subsection 127(9) of the Income T
--->ax Act (Canada), which will be renounced to the subscribers with an effective date no later than December 31, 2018 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 Cor
--->poration will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of th
--->e Corporation's failure to renounce the Qualifying Expenditures as agreed.  The net proceeds from the NFT Share Offeri
--->ng will be used for on-going exploration and development work on the Company properties and for general corporate purp
--->oses.  All Offered Securities will be subject to a four month hold period from the date of issue in accordance with ap
--->plicable securities laws. The Consolidation and the Offering are subject to approval of the TSX Venture Exchange.

The Company will confirm the effective date of the Consolidation in a subsequent news release. The Offering is current
--->ly expected to close on November 8, 2018 or such other date or dates as the Company and the Lead Agent may agree.

ON BEHALF OF THE BOARD OF DIRECTORS,

Nav Dhaliwal, President & CEO
Bonterra Resources Inc.

For further information on Bonterra, contact Investor Relations
Telephone: 1 844 233 2034

Email: ir@bonterraresources.com
Website: www.bonterraresources.com

Neither the 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 does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sal
--->e 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 have not been and will not be registered under t
--->he United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offer
--->ed or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S unde
--->r the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such r
--->egistration requirements is available.

This news release includes certain forward-looking statements concerning completion of the Consolidation, the use of p
--->roceeds of the Offering, the future performance of our business, its operations and its financial performance and cond
--->ition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequent
--->ly identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words r
--->eferring to future events and results. Forward-looking statements are based on the current opinions and expectations o
--->f management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks a
--->nd uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity price
--->s, the future tax treatment of the FT Shares, competitive risks and the availability of financing, as described in mor
--->e detail in our recent securities filings available at www.sedar.com. Actual events or results may differ materially f
--->rom those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume
---> no obligation to revise or update these forward-looking statements except as required by applicable law.