Mr. Marc-Andre Pelletier reports

BONTERRA ANNOUNCES BINDING LETTER AGREEMENT FOR JOINT VENTURE WITH OSISKO MINING

Bonterra Resources Inc. has entered into a binding letter agreement with Osisko Mining Inc. for an exploration earn-in and joint venture agreement on its Urban-Barry property (host to the Gladiator and Barry deposits), in addition to the adjoining Duke and Lac Barry properties, all located in Quebec's Eeyou Istchee James Bay region. The Duke property is currently 70 per cent owned by Bonterra and 30 per cent owned by Osisko, and the Lac Barry property is currently 85 per cent owned by Bonterra and 15 per cent owned by Gold Royalties Corp. The properties total 496 claims over 22,508 hectares.

Key highlights of the proposed joint venture

The earn-in and joint venture, which will be formalized by the parties executing a definitive exploration earn-in and joint venture agreement, will provide the terms for the advancement of the properties through a $30-million investment by Osisko over a three-year period. The letter agreement provides that, subject to the execution of the definitive agreement, Osisko will have the ability to earn a 70-per-cent interest in the properties on the following terms:

• An initial upfront payment of $5-million ($1-million on the first business day after signing the letter agreement and $4-million upon execution of the definitive agreement);
• Completion of $30--million in work expenditures on the properties, with a minimum spending commitment of $10-million per year over the three-year period following the execution of the definitive agreement;
• Osisko will have the right to carry over work expenditures from year to year, and to pay cash in lieu of expenditures in the event of a shortfall;
• Osisko will be the operator for the properties during the exploration earn-in period;
• Once a 70-per-cent interest in the properties is earned by Osisko, the properties will be operated as a joint venture, with Osisko as the operator, and each party required to contribute to future work expenditures in accordance with their proportional interests in the joint venture;
• Dilution of a party to less than 10 per cent of the joint venture will result in the conversion of their respective joint venture interest to a 1-per-cent net smelter return royalty.

Cesar Gonzalez, executive chairman of Bonterra, commented: "Through this strategic partnership with Osisko, Bonterra is poised for an exciting new chapter in the development of our Urban-Barry property and the surrounding Duke and Lac Barry properties. With Osisko's substantial $30-million investment over three years and deep understanding of this prolific gold camp, we expect to unlock the full exploration potential of the properties. Importantly, the earn-in and joint venture agreement does not include the Bachelor-Desmaraisville property, which hosts the Bachelor mill complex, and where exploration drilling is ongoing and 10,000 metres are expected to be drilled before year-end."

The letter agreement provides for the execution of the definitive agreement by Oct. 31, 2023. Further details regarding the proposed joint venture will be provided in a comprehensive news release when the parties enter into the definitive agreement, which is expected to be on customary industry terms. The proposed joint venture is subject to, among other things, the completion of satisfactory due diligence by Osisko, the execution of the definitive agreement and the approval of the TSX Venture Exchange. All dollar amounts are in Canadian dollars.

Cormark Securities Inc. is acting as the company's financial adviser in connection with the joint venture and McMillan LLP is acting as legal counsel.

Suspension of previously announced offering

In light of the letter agreement, the company has determined that it will not be proceeding with the brokered private placement offering of units announced on Sept. 11, 2023. The company would like to thank all investors who expressed interest in participating in the offering.

We seek Safe Harbor.