Mr. Greg Gibson reports

BONTERRA RESOURCES ANNOUNCES $27 MILLION PRIVATE PLACEMENT

Bonterra Resources Inc. has entered into an agreement with Sprott Capital Partners LP to act as lead agent, on its own behalf and, if applicable, on behalf of a syndicate of agents, in connection with a best efforts private placement to raise gross proceeds of up to $27,001,400.

The offering will consist of a combination of (a) six million units of the company at a price of $2.50 per unit for gross proceeds of $15-million, (b) 1,667,000 FT units of the company at a price of $3 per FT unit for gross proceeds of $5,001,000, and (c) 1,628,000 superflow-through units of the company at a price of $4.30 per super-FT unit for gross proceeds of $7,000,400. Collectively the units (specifically the underlying unit shares and warrants), FT units (specifically the underlying FT unit shares and warrants) and super-FT units (specifically the super-FT unit shares and warrants) shall be collectively referred to as the offered securities.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will be transferable and entitle the holder to acquire one common share of the company for two years from the closing date (hereinafter defined) at price of $3.10.

Each FT unit will consist of one common share of the company issued on a flow-through basis and one-half of one warrant.

Each super-FT unit will consist of one common share of the company issued on a flow-through basis and one-half of one warrant.

In addition, the company has granted the agents an option to increase the size of offering by up to 15 per cent of the number of the offered securities, exercisable at any time up to three days prior to closing of the offering, on the same terms and conditions under the offering.

In connection with the offering, the agents will be entitled to a cash fee in an amount equal to 6 per cent of the gross proceeds of the offering.

The gross proceeds from the issuance of the FT units and super-FT units will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), the super-FT unit shares will also qualify for the two 10-per-cent enhancements under Section 726.4.9 and Section 726.4.17.1 of the Quebec Taxation Act, which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019, to the initial purchasers of the FT units and super-FT units in an aggregate amount not less than the gross proceeds raised from the issue of the FT units and super-FT units, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the corporation will indemnify each FT unit and super-FT unit subscriber for any additional taxes payable by such subscriber as a result of the corporation's failure to renounce the qualifying expenditures as agreed. For certainty, only the FT unit share and super-FT unit share shall qualify as flow-through shares.

The net proceeds from the units sold will be used for continuing exploration and development work on the company properties and for general corporate purposes. The securities to be issued under the offering will be subject to a hold period of four months and one day from the date of issue in accordance with applicable securities laws. The offering is subject to approval of the TSX Venture Exchange.

The offering is currently expected to close on or about Aug. 20, 2019, or such other date or dates as the company and the lead agent may agree.

We seek Safe Harbor.