/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES./
VANCOUVER, Nov. 8, 2018 /CNW/ - Bonterra Resources
Inc. (TSX-V: BTR, US: BONXF, FSE: 9BR1) (the
"Company" or "Bonterra") is pleased to announce that
it has closed its previously announced brokered private placement
for gross proceeds of $21,817,100
(the "Offering").
Sprott Capital Partners acted as lead agent on behalf of a
syndicate of agents which included PI Financial Corp., Red Cloud
Klondike Strike Inc., Canaccord Genuity Corp. and Haywood
Securities Inc. (collectively, the "Agents").
Pursuant to the Offering, Bonterra issued 3,443,500 common
shares of the Company on a flow-through basis ("FT Shares")
at a price of $3.80 per FT Share and
2,646,000 common shares of the Company on a non-flow-through basis
("NFT Shares") at a price of $3.30 per NFT Share.
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 Company will indemnify
each FT Share subscriber for any additional taxes payable by such
subscriber as a result of the Company's failure to renounce the
Qualifying Expenditures as agreed. The net proceeds from the NFT
Shares will be used for on-going exploration and development work
on the Company properties and for general corporate purposes.
In connection with the Offering, the Agents received a cash fee
in an amount equal to 6.0% of the gross proceeds of the Offering.
All securities issued under the Offering 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 final
acceptance of the TSX Venture Exchange.
In addition, the Company also wishes to announce a non-brokered
private placement of FT Shares and Non-FT Shares on the same terms
as the Offering to raise proceeds of up to $500,000 (the "Non-Brokered Offering").
The Non-Brokered Offering is subject to acceptance of the TSX
Venture Exchange and is expected to close in the immediate future.
All securities issued under the Non-Brokered Offering will be
subject to a four month hold period from the date of issue in
accordance with applicable securities laws.
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, the use of proceeds of the Offering, the completion of
the Non-Brokered 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.