Mr. Marc-Andre Pelletier reports

BONTERRA ANNOUNCES UPSIZE OF BROKERED PRIVATE PLACEMENT TO APPROXIMATELY $7.8 MILLION

Bonterra Resources Inc. has entered into an amending agreement with Eight Capital, as lead agent, to upsize the previously announced private placement. In connection with the upsized offering, the company will issue up to: (i) 21.75 million units of the company; and (ii) 5.25 million Quebec premium flow-through units of the company at a price of 25 cents per unit and 44.5 cents per flow-through unit for aggregate gross proceeds of up to $7,773,750.

The units will be issued, pursuant to the listed issuer financing exemption available under National Instrument 45-106, Prospectus Exemptions (the LIFE offering), or the accredited investor exemption under National Instrument 45-106, Prospectus Exemptions (the private placement offering), 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 flow-through units will consist of: (i) one share, each of which will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec); and (ii) one warrant, each of which will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec).

The company has granted the agent an option to arrange for the sale of up to an additional three million units at the unit issue price. The agent option may be exercised in whole or in part at any time up to 48 hours prior to the closing date, subject to the limitations prescribed by the LIFE offering exemption.

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

The gross proceeds from the sale of flow-through units will be used by the company to incur expenses described in paragraph (f) of the definition of Canadian exploration expense (CEE) in Subsection 66.1(6) of the Income Tax Act (Canada) and paragraph (c) of the definition of CEE in Section 395 of the Taxation Act (Quebec) and will be renounced in favour of the relevant purchaser for both federal and Quebec tax purposes no later than Dec. 31, 2024, pursuant to the terms of the subscription agreement to be entered into between the company and such purchaser of flow-through units. Such expenses will also qualify as flow-through mining expenditures as defined in Subsection 127(9) of the Income Tax Act (Canada) for the purposes of the federal tax credit described in paragraph (a.2) of the definition of investment tax credit in Subsection 127(9) of the Income Tax Act (Canada).

For purchasers of flow-through units resident in the province of Quebec, 10 per cent of the amount of the CEE will be eligible for inclusion in the deductible exploration base relating to certain Quebec exploration expenses and 10 per cent of the amount of the CEE will be eligible for inclusion in the deductible exploration base relating to certain Quebec surface mining exploration expenses (as such terms are defined in sections 726.4.10 and 726.4.17.2 of the Taxation Act (Quebec), respectively, for the purposes of the deductions described in sections 726.4.9 and 726.4.17.1 of the Taxation Act (Quebec)), giving rise to an additional 20-per-cent deduction for Quebec tax purposes.

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 the approval 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 will be subject to a four-month hold period under applicable Canadian securities laws.

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