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VAL-D'OR, QC, Feb. 21, 2019 /CNW/ - Bonterra Resources
Inc. (TSX-V: BTR, US: BONXF, FSE: 9BR1) (the
"Company" or "Bonterra") is pleased to announce that
it has entered into an agreement with Sprott Capital Partners LP to
act as lead agent (the "Lead Agent"), on its own behalf and,
if applicable, on behalf of a syndicate of agents (collectively
with the Lead Agent, the "Agents"), in connection with a
"best efforts" private placement to raise gross proceeds of up to
$30,001,860 (the
"Offering").
The Offering will consist of a combination of (a) 1,873,000
common shares of the Company issued on a flow-through basis (the
"FT Shares") at a price of $2.67 per FT Share, and (b) 12,821,000 common
shares of the Company issued on a non-flow-through basis (the
"NFT Shares") at a price of $1.95 per NFT Share. Collectively the FT
Shares and NFT Shares are 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 20% 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% of the gross proceeds of the
Offering.
The gross proceeds from the issuance of the FT Shares will be
used for Canadian Exploration Expenses and will qualify as
"flow-through mining expenditures" (the "Qualifying
Expenditures"), as defined in subsection 127(9) of the
Income Tax Act (Canada),
which will be renounced to the subscribers with an effective date
no later than December 31, 2019 to
the initial purchasers of the FT Shares in an aggregate amount not
less than the gross proceeds raised from the issue of the FT
Shares, as applicable, and, if the Qualifying Expenditures are
reduced by the Canada Revenue Agency, the Corporation will
indemnify each FT Share 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 net
proceeds from the NFT Share sold will be used for on-going
exploration and development work on the Company properties and for
general corporate purposes. All Offered Securities will be
subject to a four month hold period 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
March 15, 2019 or such other date or
dates as the Company and the Lead Agent may agree.
ON BEHALF OF THE BOARD OF DIRECTORS,
Greg Gibson, Interim CEO
Bonterra Resources Inc.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act") or any state securities laws and
may not be offered or sold within the
United States or to, or for account or benefit of, U.S.
Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
This news release includes certain forward-looking statements
concerning the use of proceeds of the Offering, the future
performance of our business, its operations and its financial
performance and condition, as well as management's objectives,
strategies, beliefs and intentions. Forward-looking statements are
frequently identified by such words as "may", "will", "plan",
"expect", "anticipate", "estimate", "intend" and similar words
referring to future events and results. Forward-looking statements
are based on the current opinions and expectations of management.
All forward-looking information is inherently uncertain and subject
to a variety of assumptions, risks and uncertainties, including the
speculative nature of mineral exploration and development,
fluctuating commodity prices, the future tax treatment of the FT
Shares, competitive risks and the availability of financing, as
described in more detail in our recent securities filings available
at www.sedar.com. Actual events or results may differ materially
from those projected in the forward-looking statements and we
caution against placing undue reliance thereon. We assume no
obligation to revise or update these forward-looking statements
except as required by applicable law.
SOURCE Bonterra Resources Inc.