/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VAL-D'OR, QC, Feb. 17, 2022 /CNW/ - Bonterra Resources
Inc. (TSXV: BTR) (OTCQX: BONXF) (FSE: 9BR2) ("Bonterra" or
the "Company") is pleased to announce that it has entered into
an agreement pursuant to which Cormark Securities Inc., as lead
agent, on behalf of a syndicate of agents (collectively, the
"Agents"), in connection with a "best efforts" private
placement of: (i) 7,290,000 common shares of the Company that
qualify as "flow-through shares" (within the meaning of subsection
66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation
Act (Québec)) (the "FT Shares") at a price of
$2.06 per FT Share for gross proceeds
of $15,017,400; and (ii) 8,270,000
common shares of the Company (the "HD Shares") at a price of
$1.21 per HD Share (the "HD Issue
Price") for gross proceeds of $10,006,700, for aggregate gross proceeds to the
Company of approximately $25 million
(collectively, the "Offering").
The Agents will have the option exercisable, in whole or in part
at any time up to 48 hours prior to the closing of the Offering, to
offer for sale up to an additional 2,334,000 common shares of the
Company which option will be exercisable for FT Shares at the FT
Issue Price, HD Shares at the HD Issue Price, or some combination
thereof.
The net proceeds from the issue of the HD Shares will be used
for working capital and general corporate purposes. The Company
will use an amount equal to the gross proceeds received by the
Company from the sale of the FT Shares, pursuant to the provisions
in the Income Tax Act (Canada), to incur eligible "Canadian
exploration expenses" that qualify as "flow-through mining
expenditures" as both terms are defined in the Income Tax
Act (Canada) (the
"Qualifying Expenditures") related to the Company's projects
in Québec, on or before December 31,
2023, and to renounce all the Qualifying Expenditures in
favour of the subscribers of the FT Shares effective December 31, 2022. In addition, with respect to
Québec resident subscribers who are eligible individuals under the
Taxation Act (Québec), the Canadian exploration expenses
will also qualify for inclusion in the "exploration base relating
to certain Québec exploration expenses" within the meaning of
section 726.4.10 of the Taxation Act (Québec) and for
inclusion in the "exploration base relating to certain Québec
surface mining expenses or oil and gas exploration expenses" within
the meaning of section 726.4.17.2 of the Taxation Act
(Québec). 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 Offering is expected to close on or about March 10, 2022, or such other date as the Company
and the Agents may agree and is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory and other approvals including the acceptance of the TSX
Venture Exchange.
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 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.
