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VANCOUVER, Oct. 15, 2018 /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 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
marketed private placement to raise gross proceeds of up to
$20,000,130 (the
"Offering").
Prior to closing of the Offering, the Company will consolidate
its outstanding common shares on the basis of ten (10) existing
common shares for one (1) new common share (the
"Consolidation"). Upon completion of the Consolidation and
prior to closing of the Offering, the Company is expected to have
39,749,870 issued and outstanding common shares. No fractional
shares will be issued. In addition, there will be no change in the
Company's name or trading symbol. All securities issued under the
Offering will be, and all prices in this release are, on a
post-Consolidation basis.
The Offering will consist of a combination of (a) up to
1,973,700 common shares of the Company issued on a flow-through
basis (the "FT Shares") at a price of $3.80 per FT Share, and (b) up to 3,787,900
common shares of the Company issued on a non-flow-through basis
(the "NFT Shares") at a price of $3.30 per NFT Share. Collectively the FT
Shares and NFT Shares are referred to as the "Offered
Securities".
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. As additional consideration, the Company will grant to
the Agents common share purchase warrants (the "Broker
Warrants") entitling the Agents to subscribe for that number of
common shares equal to 4.0% of the aggregate number of Offered
Securities placed in the Offering. Subject to regulatory approval,
each Broker Warrant will be exercisable to acquire one common share
at a price equal to $3.30 for a
period of 24 months after the closing date.
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, 2018 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 Offering 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 Consolidation and
the Offering are subject to approval of the TSX Venture
Exchange.
The Company will confirm the effective date of the Consolidation
in a subsequent news release. The Offering is currently expected to
close on November 8, 2018 or such
other date or dates as the Company and the Lead Agent may
agree.
ON BEHALF OF THE BOARD OF DIRECTORS,
Nav Dhaliwal, President &
CEO
Bonterra Resources Inc.
Email: ir@bonterraresources.com
Website: www.bonterraresources.com
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 completion of the Consolidation, 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.