/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR RELEASE, PUBLICATION, DISTRIUBTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES./
VAL D'OR, QC, March 18, 2019 /CNW/ - Bonterra Resources
Inc. (TSX-V: BTR, OTCQX: BONXF, FSE:
9BR1) ("Bonterra" or the "Company") is
pleased to announce that it has closed its previously announced
brokered private placement for gross proceeds of $36,741,096 (the "Offering").
Pursuant to the Offering, Bonterra issued 14,359,000 common shares
of the Company ("Common Shares") at a price of $1.95 per Common Share, and an additional
3,273,800 Common Shares of the Company on a flow-through basis
("FT Shares") at a price of $2.67 per FT Share. Collectively, the FT Shares
and Common Shares issued pursuant to the Offering are referred to
as the "Offered Securities."
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. The net
proceeds from the sale of Common Shares will be used for ongoing
exploration and development work on the Company's mineral
properties and for general working capital purposes.
Sprott Capital Partners LP acted as lead agent on behalf of a
syndicate of agents which included RBC Dominion Securities Inc. and
PI Financial Corp. (collectively, the "Agents"). The Agents
exercised in full their option to increase the size of the Offering
by 20% of the number of Offered Securities, on the same terms and
conditions under the Offering. In connection with the Offering, the
Agents received a cash fee in an amount equal to 6% of the gross
proceeds of the Offering. All securities issued under the Offering
will be subject to a four month and one day hold period from the
date of issuance in accordance with applicable securities laws. The
Offering is subject to final acceptance of the TSX Venture Exchange
(the "TSXV").
Certain insiders (as such term is defined under applicable
securities law) ("Insiders") of the Company have subscribed
for 2,050,000 Common Shares under the Offering. The issuance of
Common Shares to Insiders pursuant to the Offering will be
considered a related party transaction within the meaning of the
TSXV Policy 5.9 and Multilateral Instrument 61-101 ("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), respectively, of
MI 61-101 in respect of such Insider Participation. The
participants in the Offering and the extent of such participation
were not finalized until shortly prior to the completion of the
Offering. Accordingly, it was not possible to publicly disclose
details of the nature and extent of related party participation in
the Offering pursuant to a material change report filed at least 21
days prior to the completion of the Offering.
Prior to the closing of the Offering, the Company agreed to
convert $500,000 of indebtedness,
payable to an arm's length creditor, by issuing an aggregate of
250,000 common shares (the "Debt Settlement Shares") at a
price of $2.00 per Debt Settlement
Share. The Debt Settlement Shares will be subject to a four month
and one day hold period pursuant to applicable securities laws. The
issuance of the Debt Settlement Shares is subject to final
acceptance of the TSXV.
Bonterra Resources Inc.
Neither 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.
Cautionary and Forward-Looking Statements
This press release contains "forward-looking information"
that is based on Bonterra's current expectations, estimates,
forecasts and projections. This forward-looking information
includes, among other things, statements with respect to Bonterra's
exploration and development plans. The words "will", "anticipated",
"plans" or other similar words and phrases are intended to identify
forward-looking information. Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause Bonterra's actual results, level
of activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking
information. Such factors include, but are not limited to:
uncertainties related exploration and development; the ability to
raise sufficient capital to fund exploration nd development;
changes in economic conditions or financial markets; increases in
input costs; litigation, legislative, environmental and other
judicial, regulatory, political and competitive developments;
technological or operational difficulties or inability to obtain
permits encountered in connection with exploration activities; and
labour relations matters. This list is not exhaustive of the
factors that may affect our forward-looking information. These and
other factors should be considered carefully and readers should not
place undue reliance on such forward-looking information. Bonterra
disclaims any intention or obligation to update or revise
forward-looking information, whether as a result of new
information, future events or otherwise.
SOURCE Bonterra Resources Inc.