Mr. Marc-Andre Pelletier reports
BONTERRA ANNOUNCES UPSIZE OF BROKERED PRIVATE PLACEMENT TO $10.5 MILLION
Due to strong market demand, Bonterra Resources Inc. has agreed with its agents Canaccord Genuity Corp. (lead agent and sole bookrunner), Cormark Securities Inc. and SCP Resource Finance LP to increase the size of its previously announced brokered best effort private placement. As a result of this amendment, the offering will consist of: (i) up to 22,727,272 hard-dollar units of the company at a price of 22 cents per HD unit; (ii) up to 14,583,333 flow-through units of the company at a price of 24 cents per FT unit; and (iii) up to 6,557,377 premium flow-through units of the company at a price of 30.5 cents per premium FT unit, for aggregate for gross proceeds of up to approximately $10.5-million pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 (Prospectus Exemptions).
The agents will no longer have the previously disclosed agent option to increase the size of the offering prior to the closing date.
Each HD unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at an exercise price of 30 cents for a period of three years from the date of issuance. Each FT unit and premium FT unit will consist of one share and one-half warrant, each of which will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). For certainty, the proceeds from the exercise of the warrants will not be flow-through eligible. There is an amended and restated offering document, dated June 13, 2025, relating to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors in the offering should read the offering document before making an investment decision.
Completion of this offering will occur on June 30, 2025, or on such date as may be agreed upon by the company and Canaccord Genuity. 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 offered securities issued pursuant to the offering will not be subject to any hold periods pursuant to applicable Canadian securities laws.
The company intends to use the net proceeds from the offering to finance continuing operations for the next 12 months, all as further detailed in the offering document.
The net proceeds from the sale of the HD units will be used for general corporate and administrative matters. The gross proceeds from the sale of FT units and premium FT units will be used by the company pursuant to the provisions in the Income Tax Act (Canada) to incur eligible Canadian exploration expenses as defined in Section 66.1(6) of the tax act that qualify as flow-through mining expenditures as defined in Subsection 127(9) of the tax act and to renounce all the qualifying expenditures in favour of the subscribers of the FT units and premium FT units, effective Dec. 31, 2025.
We seek Safe Harbor.
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