Mr. Marc-Andre Pelletier reports

BONTERRA ANNOUNCES CLOSING OF UPSIZED BROKERED PRIVATE PLACEMENT FOR PROCEEDS OF $10.5M

Bonterra Resources Inc. has closed its previously announced best efforts private placement for gross proceeds of $10.5-million, selling: (i) 22,727,272 hard-dollar (HD) units of the company at a price of 22 cents per HD unit; (ii) 14,583,333 flow-through (FT) units of the company at a price of 24 cents per FT unit; and (iii) 6,557,377 flow-through (premium FT) units of the company at a price of 30.5 cents per premium FT unit. Under the offering, Canaccord Genuity Corp. acted as lead agent and sole bookrunner on behalf of a syndicate of agents that included Cormark Securities Inc. and SCP Resource Finance LP.

Each unit consists of one common share of the company and one-half of a common share purchase warrant of the company. Each FT unit and each premium FT unit consists of one common share of the company and one-half of a warrant. The FT shares and warrants comprising the FT units and premium FT units will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each warrant (including those warrants comprising the FT units and premium FT units) entitles the holder to purchase one common share of the company at a price of 30 cents at any time on or before June 30, 2028. The warrant shares will not qualify as flow-through shares within the meaning of Subsection 66(15) of the tax act.

The offered units were sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935. The offered units are immediately freely tradeable under applicable Canadian securities legislation for Canadian purchasers. The offering is subject to certain conditions, including, but not limited to, the receipt of all required regulatory approvals, including final approval of the TSX Venture Exchange.

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 tax act to incur eligible canadian exploration expenses, as defined in Section 66.1(6) of the tax act, which qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the tax act, and to renounce all such expenditures in favour of the subscribers of the FT units and premium FT units effective Dec. 31, 2025.

In connection with the offering, the company paid to the agents an aggregate cash commission of $602,946.39 and issued to the agents an aggregate of 2,509,108 broker warrants. Each broker warrant entitles the holder to acquire one common share of the company at the HD issue price until June 30, 2027.

Insiders of the company directly or indirectly acquired 6,557,377 offered units. The issuance of offered units to insiders is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

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