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Bonterra Resources Announces $30 million Private Placement

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.

Val-d’Or, Qc – February 21, 2019 – Bonterra Resources Inc. (TSX-V: BTR, US: BONXF, FSE: 9BR1) (the “Company” or “Bonterra”) is pleased to announce that it has entered into an agreement with Sprott Capital Partners LP to act as lead agent (the “Lead Agent”), on its own behalf and, if applicable, on behalf of a syndicate of agents (collectively with the Lead Agent, the “Agents”), in connection with a “best efforts” private placement to raise gross proceeds of up to $30,001,860 (the “Offering”).

The Offering will consist of a combination of (a) 1,873,000 common shares of the Company issued on a flow-through basis (the “FT Shares”) at a price of $2.67 per FT Share, and (b) 12,821,000 common shares of the Company issued on a non-flow-through basis (the “NFT Shares”) at a price of $1.95 per NFT Share.  Collectively the FT Shares and NFT Shares are referred to as the “Offered Securities”.

In addition, the Company has granted the Agents an option to increase the size of Offering by up to 20% of the number of the Offered Securities, exercisable at any time up to three days prior to closing of the Offering, on the same terms and conditions under the Offering.

In connection with the Offering, the Agents will be entitled to a cash fee in an amount equal to 6% of the gross proceeds of the Offering.

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, 2019 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 Corporation will indemnify each FT 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.  The net proceeds from the NFT Share sold will be used for on-going exploration and development work on the Company properties and for general corporate purposes.  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 approval of the TSX Venture Exchange.

The Offering is currently expected to close on or about March 15, 2019 or such other date or dates as the Company and the Lead Agent may agree.

ON BEHALF OF THE BOARD OF DIRECTORS,

Greg Gibson, Interim CEO
Bonterra Resources Inc.

For further information on Bonterra, contact Investor Relations
Email: ir@bonterraresources.com
Website: www.bonterraresources.com
Phone: 819 825-8678

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 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.

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