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VANCOUVER, Oct. 24, 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 amended agreement with Sprott Capital
Partners to act as lead agent (the "Lead Agent"), on its own
behalf and, on behalf of a syndicate of agents (collectively with
the Lead Agent, the "Agents"), and has agreed to increase
the private placement to raise gross proceeds of up to $21,817,100 (the "Offering").
As per the previous press release issued on October 15th, 2018, 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") prior to closing of this Offering. 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 now consist of a combination of (a) up to
3,443,500 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 2,646,000
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.
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.
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.