Mr. Nav Dhaliwal reports
BONTERRA ANNOUNCES $21.5 MILLION PRIVATE PLACEMENT
Bonterra Resources Inc. has entered into an agreement with Sprott Capital Partners to act as lead agent, on its own behalf and, if applicable, on behalf of a syndicate of agents,in connection with a marketed private placement to raise gross proceeds of $21,495,000.
The offering will consist of a combination of: (a) 13.3 million common shares of the company issued on a flow-through basis at a price of 75 cents per superflow-through share; and (b) 19.2 million common shares of the company issued on a flow-through basis at a price of 60 cents per flow-throughshare. Collectively, the superflow-through shares and flow-through shares shall be known as the offered securities.
In connection with the offering, the agents will be entitled to a cash fee in an amount equal to 6 per cent of the gross proceeds of the offering.As additional consideration, the company will grant to the agents common share purchase warrants entitling the agents to subscribe for that number of common shares equal to 4 per cent of the aggregate number of offered securities placed in the offering. Subject to regulatory approval, each broker warrant will be exercisable to acquire one common share at a price equal to 60 cents for a period of 24 months after the closing date.
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 superflow-throughshares will also qualify for the two 10-per-cent enhancements under Section 726.4.9 and Section 726.4.17.1 of the Quebec Taxation Act, which will be renounced to the subscribers with an effective date no later than Dec. 31, 2018, to the initial purchasers of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the superflow-throughand flow-through shares, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the corporation will indemnify each superflow-through share and flow-through 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.All offered securities 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 acceptance of the TSX Venture Exchange.
An initial closing of the offering is scheduled for Feb. 26, 2018, with a final closing no later than March 15, 2018, or such other date or dates as the company and the lead agent may agree.
We seek Safe Harbor.
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