Bonterra Announces $3M to $5M Brokered Private Placement

Val-d'Or, Quebec--(Newsfile Corp. - September 11, 2023) - Bonterra Resources Inc. (TSXV: BTR) (OTCQX: BONXF) (FSE: 9BR2) ("Bonterra" or the "Company") is pleased to announce that it has entered into an agreement with Cormark Securities Inc. to act as sole agent (the "Agent") in connection with a "best efforts" private placement of a minimum of 17,647,100 units of the Company ("Units") and a maximum of 29,411,764 Units at a price of $0.17 per Unit (the "Issue Price") for minimum gross proceeds of $3,000,007 and maximum gross proceeds of $5,000,000, pursuant to the listed issuer financing exemption available under National Instrument 45-106 - Prospectus Exemptions (the "LIFE Offering") or the "accredited investor" exemption under National Instrument 45-106 - Prospectus Exemptions (the "Private Placement Offering" and together with the LIFE Offering, the "Offering"). Each Unit will consist of one common share of the Company (a "Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Share at an exercise price of $0.24 for a period of two years from the date of issuance.

There is an offering document relating to the LIFE Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and www.btrgold.com. Prospective investors in the LIFE Offering should read the Offering Document before making an investment decision.

The Company has agreed to pay the Agent a cash commission equal to 6.0% of the gross proceeds of the Offering, with such fee being reduced to a cash commission equal to 2% with respect to subscriptions made by persons delivered to the Agent by the Company (the "President's List"). The Company will also issue to the Agent non-transferable broker warrants equal to 6.0% of the aggregate number of Units issued by the Company under the Offerings, each of which will entitle the holder thereof to acquire one Share at $0.24 for a period of two (2) years from the date of issuance.

The Offerings may be completed in one or more closings with the first closing currently scheduled for on or around September 21, 2023 (the "Closing Date"). Closing of the Offerings is subject to certain customary conditions including receipt of all necessary approvals including satisfaction of listing conditions of the TSX Venture Exchange. The Shares issued pursuant to the LIFE Offering will not be subject to any hold periods pursuant to applicable Canadian securities laws. The Shares issued pursuant to the Private Placement Offering will be subject to a four month hold period under applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering, together with the Company's current working capital, and revenue to be generated from the sale of gold from the Bachelor Mill clean up process, to complete a 13,000 metre drill program before the end of 2023, fund its closure bond commitment for the Bachelor Mill and Barry deposit, and fund ongoing operations for the next 12 months, all as further detailed in the Offering Document.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any Shares in the United States. The securities to be sold in the Offerings have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FOR ADDITIONAL INFORMATION

Marc-André Pelletier, President & CEO
ir@btrgold.com
2872 Sullivan Road, Suite 2, Val d'Or, Quebec J9P 0B9
819-825-8678 | Website: www.btrgold.com

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.

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward‐looking statements or information. 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. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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