Mr. Marc-Andre Pelletier reports

BONTERRA ANNOUNCES $4M BROKERED PRIVATE PLACEMENT

Bonterra Resources Inc. has entered into an agreement with Eight Capital as lead agent in connection with a best effort private placement of up to 16 million units of the company at a price of 25 cents per unit for aggregate gross proceeds of up to $4-million, pursuant to the listed issuer financing exemption available under National Instrument 45-106 (Prospectus Exemptions) or the accredited investor exemption under National Instrument 45-106 (Prospectus Exemptions), in each of the provinces of Canada other than Quebec. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at an exercise price of 31 cents for a period of four years from the date of issuance.

The company will make available an offering document relating to the LIFE offering, which will be accessible under the company's profile at SEDAR+ and at the Bonterra Resources website. Prospective investors in the LIFE offering should read the offering document before making an investment decision.

The offering is expected to close on or around May 2, 2024. Closing of the offering is subject to certain customary conditions, including receipt of all necessary approvals, including satisfaction of listing conditions of the TSX Venture Exchange. The units issued pursuant to the LIFE offering will not be subject to any hold periods pursuant to applicable Canadian securities laws. The units issued pursuant to the private placement offering, which will include all units issued to persons on the president's list, will be subject to a four-month hold period under applicable Canadian securities laws.

The company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The company also announces that it has reached an agreement to settle approximately $1.5-million in outstanding indebtedness owed to an arm's-length creditor through the issue of six million shares at a deemed price of 25 cents per share. The debt settlement is subject to the execution of definitive documentation by the parties and the approval of the TSX Venture Exchange. Shares issued pursuant to the debt settlement will be subject to a hold period in Canada of four months.

We seek Safe Harbor.