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OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
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VANCOUVER, Feb. 26, 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 $21,495,000
(the "Offering"). Sprott Capital Partners acted as lead
agent on behalf of a syndicate of agents which included INFOR
Financial Inc., Red Cloud Klondike Strike Inc., Laurentian Bank
Securities Inc. and PI Financial Corp. (collectively, the
"Agents").
Pursuant to the Offering, Bonterra issued 13,300,000 common
shares of the Company on a flow‑through basis ("Super FT
Shares") at a price of $0.75 per
Super FT Share and 19,200,000 common shares of the Company on a
flow-through basis ("National FT Shares") at a price of
$0.60 per National FT Share.
Collectively the Super FT Shares and FT Shares are the "Offered
Securities".
The gross proceeds from the issuance of the Offered Securities
will be used for Canadian Exploration Expenses and will qualify as
"flow-through mining expenditures", as defined in subsection 127(9)
of the Income Tax Act (Canada). The Super FT Shares will also qualify
for the two 10% enhancements under section 726.4.9 and section
726.4.17.1 of the Quebec Taxation Act, which will be
renounced with an effective date no later than December 31, 2018 to the initial purchasers of
the Offered Securities in an aggregate amount not less than the
gross proceeds raised.
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.
As additional consideration, the Company granted 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. Each Broker Warrant is exercisable to acquire one
common share at a price equal to $0.60 for a period of 24 months after the closing
date. 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.
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 future
renunciation of Canadian Exploration Expenses that are flow-through
mining expenditures, the tax treatment of the Offered Securities,
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 Offered Securities, 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.