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Bonterra Provides Corporate Update

Val-d’Or, QC – November 11, 2020 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) announces that it intends to pursue a financing of up to $10 million. The Company is in discussions with certain of its shareholders over the terms of the proposed financing.

The proceeds of the financing would be used to fund drilling at Bonterra’s Moroy, Gladiator and Barry projects in support of a resource estimate update and Preliminary Economic Assessment (“PEA”) on these three properties and for general working capital purposes. The PEA is expected to be completed in the fall of 2021. Along with 124,000 m drilled since the 2019 resource estimates on the Moroy, Gladiator and Barry projects as well as the bulk sample at Moroy, the Company expects these initiatives to help demonstrate the value of the Company’s assets.

Bonterra also wishes to announce that on November 6, 2020, the Company received an opportunistic non-binding letter of intent from a large third party regarding an all-share acquisitionof the Company. This unsolicited approach, which has since expired, valued the Company at approximately $1.60 per share based on the parties’ relative trading prices on November 6, 2020 and would have required that the Company effectively cease its financing activities, which are necessary to fund its operations, for the rest of the year. Consistent with its fiduciary duties, the Bonterra board of directors (“Bonterra Board”) carefully reviewed the unsolicited approach together with legal and financial advisors. The Bonterra Board made an initial determination that the unsolicited approach significantly undervalued the Company and its long-term prospects.

The Bonterra Board has created a special committee of Normand Champigny, Peter O’Malley and Jean Rainville, each of whom is an independent director, to assist the Company in finalizing the terms of the proposed financing and to evaluate strategic alternative transactions that maximize value for shareholders. RBC Capital Markets is serving as financial advisor and Osler, Hoskin & Harcourt LLP is serving as legal advisor to the special committee. The Company intends to provide updates if and when necessary in accordance with applicable securities laws.

FOR ADDITIONAL INFORMATION:

Pascal Hamelin, Interim CEO and VP Operations
Peter O’Malley, Director, Chair of the Special Committee
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.
This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction.

Cautionary and Forward-Looking Statements

This press release contains “forward-looking information” that is based on Bonterra’s current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, statements with respect to Bonterra’s exploration and development plans, the execution of its strategy, the terms and timing of the proposed financing, and potential strategic alternatives and transactions that the Company may pursue. There can be no assurance that the Company will complete its proposed financing, or that any strategic alternatives will ultimately result in a transaction. Any financing may be subject to applicable regulatory approvals, including of the TSX Venture Exchange. The words “will”, “anticipated”, “plans” or other similar words and phrases are intended to identify forward-looking information. This forward-looking information includes namely, information with respect to the planned exploration programs and the potential growth in mineral resources. Exploration results that include drill results on wide spacings may not be indicative of the occurrence of a mineral deposit and such results do not provide assurance that further work will establish sufficient grade, continuity, metallurgical characteristics and economic potential to be classed as a category of mineral resource. The potential quantities and grades of drilling targets are conceptual in nature and, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the targets being delineated as mineral resources. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Bonterra’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forwardlooking information. Such factors include but are not limited to: uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information.

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