Mr. Allan Folk reports

BONTERRA RESOURCES ANNOUNCES $5 MILLION PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

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 $5,003,100.

The offering will comprise a combination of (i) up to 1,334,000 common shares of the company issued on a flow-through basis at a price of $2.25 per common share for gross proceeds of up to $3,001,500 and (b) up to 834,000 common shares of the company issued on a flow-through basis at a price of $2.40 per common share (Quebec FT shares) for gross proceeds of up to $2,001,600. Collectively the FT shares and Quebec FT shares shall be collectively referred to as the offered securities.

In addition, the company has granted the agents an option to increase the size of offering by up to an additional $1-million, exercisable at any time up to three business days prior to the 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 offered securities 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 Quebec FT shares will also qualify under Section 359.1 of the Taxation Act (Quebec), which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019, to the initial purchasers of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the offered securities, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the corporation will indemnify each offered security subscriber for any additional taxes payable by such subscriber as a result of the corporation's failure to renounce the qualifying expenditures as agreed.

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 Dec. 12, 2019, or such other date or dates as the company and the lead agent may agree.

We seek Safe Harbor.