Mr. Marc-Andre Pelletier reports

BONTERRA ANNOUNCES C$5 MILLION CREDIT FACILITY

Bonterra Resources Inc. has entered into a credit agreement dated March 23, 2026, with Wexford Capital LP, an insider of the company, as agent, and certain funds managed by Wexford Capital as lenders, pursuant to which the lenders have agreed to provide a non-revolving credit facility in an aggregate amount of $5-million, to be made available by way of a single advance on the closing date. The advance will bear interest at a rate per annum equal to 8.00 per cent plus the secured overnight financing rate (SOFR) term rate applicable to the six-month period commencing on the closing date and ending on the maturity date of Sept. 23, 2026.

Marc-Andre Pelletier, president and chief executive officer, commented: "We are grateful for the continued support of Wexford Capital, our largest shareholder, as we navigate the ongoing CRA audit and evaluate strategic alternatives to maximize value for all stakeholders. This credit facility provides important financial flexibility and underscores Wexford's confidence in Bonterra's underlying asset base and long-term potential."

Interest accrued under the credit facility is payable in arrears on the date that is six months from the closing date, and, at the agent's option, may be paid in cash or in common shares of the company. If the agent elects to receive interest in shares, the number of shares to be issued will be calculated by dividing the amount of accrued interest payable on the interest payment date by the volume-weighted average trading price (VWAP) of the shares on the TSX Venture Exchange for the five trading days immediately preceding the interest payment date.

In consideration of the lenders arranging and establishing the credit facility and the agent agreeing to act as agent, the company will pay to the agent a commitment fee of $100,000, earned and payable on the maturity date. At the agent's option, the commitment fee may be paid in cash or shares. If the agent elects to receive the commitment fee in shares, the number of shares to be issued will be calculated by dividing the amount of the commitment fee by the VWAP of the shares on the TSX-V for the five trading days immediately preceding the maturity date.

Notwithstanding the foregoing, no shares may be issued pursuant to either the interest or commitment fee provisions if, upon giving effect to such issuance, the number of shares beneficially owned or over which control or direction is exercised by the lenders and/or any person acting jointly or in concert with the lenders would exceed 19.9 per cent of the issued and outstanding shares at such time. The issuance of shares in satisfaction of interest or the commitment fee, as applicable, is subject to the approval of the TSX-V.

The advance under the credit facility will be used by the company for the purposes of: (i) indemnifying or reimbursing its shareholders who participated in the flow-through private placements completed on Dec. 13, 2019, and Oct. 21, 2021, for taxes imposed prior to the closing date in connection with flow-through share offerings of the company; and (ii) financing eligible exploration and development expenditures on the Desmaraisville property required to satisfy the company's renunciation commitments under applicable flow-through share subscription agreements.

Multilateral Instrument 61-101

The entering into of the credit agreement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as the agent and the lenders are related parties of the company for purposes of MI 61-101.

The company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization.

The company did not file a material change report more than 21 days before the entering into of the credit agreement as the terms of the credit agreement were not settled until shortly prior to execution and the company wished to close on an expedited basis for sound business reasons.

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The company's assets include the Gladiator, Barry, Moroy and Bachelor gold deposits. The Barry and Gladiator deposits, which collectively hold 1,401,000 ounces (oz) of measured and indicated mineral resources at an average grade of 2.90 grams per tonne (g/t) gold (Au) contained within 15,025,000 tonnes (t), plus 2.033 million oz of inferred mineral resources at an average grade of 4.32 g/t Au contained within 14.628 million t (1).

In November, 2023, the company entered into an earn-in and joint venture (JV) agreement with Osisko Mining Inc. for the Urban-Barry properties, which include the Gladiator and Barry deposits. In October, 2024, Gold Fields Ltd., through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for $2.16-billion. Gold Fields is now the counterparty to the JV agreement and can continue to earn a 70-per-cent interest in the joint venture by incurring $30-million in work expenditures on or before November, 2026 (including expenditures incurred by Osisko Mining prior to October, 2024). This strategic transaction highlights Bonterra's dedication to advancing its exploration assets, marking a significant step toward development.

(1) See the company's news release from Feb. 23, 2026, titled "Bonterra Reports Significant Mineral Resources Growth at Barry and Gladiator Deposits," for further details.

Marc-Andre Pelletier, PEng, president and chief executive officer of the company, and a qualified person, reviewed and approved the technical information contained in this news release.

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