BTR: TSX-V $0.17 VOL: 202,001
BONXF: US $0.12 VOL: 25,511
SPOT GOLD $
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Bonterra Discovers New Gold Zone Near Surface within Two Kilometres of the Bachelor Mill

Val-d’Or, QC – March 22, 2021 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce the discovery of a new near surface zone of gold mineralization found within the Company’s Bachelor-Desmaraisville land package. Drilling encountered a broad zone of mineralization that is located close to surface and within two kilometres of the Company’s 100% owned Bachelor Mill. The newly discovered zone of mineralization is proximal to the syenite intrusion shown in Figure 2. Results to date indicate that the mineralized zone is open in all directions. The Company plans to mobilize a drill crew as soon as possible to begin follow-up work.

Highlights:

  • 24.85 metres (“m”) of 1.4 grams-per-tonne gold (“g/t Au”); including 4.25 m of 3.6 g/t Au (EB20-008);
  • 18.3 m of 0.9 g/t Au; including 10.5 m of 1.3 g/t Au (EB21-021); and
  • Both results occur within 50 m of surface and the mineralization is open in all directions.

Pascal Hamelin, CEO commented: “This newly discovered near-surface mineralized target is extremely exciting for Bonterra. The new gold target has the potential to rapidly grow due to the widths and ease in which short holes from surface can be used to define the target boundaries. To find something this close to the Bachelor mill demonstrates the untapped potential of this mining camp. We continue to believe this camp is largely underexplored and that there will be several new discoveries in the region in the near future. In addition, the discovery’s proximity to our existing mill infrastructure is also important as it lowers the hurdle to becoming a potential source of mill feed. As a result of this success, we plan on mobilizing a drill crew as soon as possible to do immediate follow-up work on near-surface targets.”

Exploration drilling results are confirming the existence of gold mineralization within sheared meta-volcanoclastic and meta-sedimentary rocks hosting quartz (+/- carbonate-ankerite-pyrite) veining and related vein stockworks. Results from the recent drilling fence across the east flank of the O’Brien intrusive stock of syenitic composition is supporting the existence of a broad gold mineralized vein system at shallow depths proximal to the mine area.

Drilling of the other regional exploration targets: Clone, Sigmoid and Deer have so far, returned anomalous gold values. These early, first pass drilling results are key for exploring the potential for gold mineralization of the relatively untested targets within the mining camp (See Figure 1).

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a large portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company has three main assets, Gladiator, Barry, and Moroy, that collectively have a total of 698 thousand ounces in measured & indicated categories, and 1.4 million ounces in inferred category. Approximately 130,000 metres of drilling will be used to update this resource shortly. Importantly, the Company owns the only permitted and operational gold mill in the region that is currently two-thirds the way through the permitting process to expand from 800 to 2,400 tonnes-per-day. Bonterra is focused on graduating from advanced exploration to a development company over the next 18-months to deliver shareholder value.

Quality control and reporting protocols

The Desmaraisville area’s drill core gold analyses are performed at the Company’s Bachelor Mine analytical laboratory (the “Laboratory”). The Company employs a rigorous QA-QC analysis program that meets industry standards. The analyses are carried out by fire assay (A.A.) with atomic absorption finish. Blanks, duplicates, and certified reference standards are inserted into the sample stream to monitor the Laboratory’s performance. The Company’s QA-QC program requires that at least 10% of samples be analyzed by an independent laboratory. These verification samples are sent to ALS Minerals laboratory facility located in Val-d’Or, Quebec. The verifications show a high degree of correlation with the Laboratory’s results. Pending assays of samples awaiting analysis from drilling beyond the project models not included in the 2021 Resource Update are to be processed at Actlabs, based in northwestern Quebec.

Qualified person

Francis Lefebvre, P.Geo and Project Manager at Moroy supervises all exploration activities on the Moroy project. Mr. Lefebvre is a Qualified Person as defined by National Instrument 43-101 (“NI43-101”). Marc Ducharme, P.Geo. and Bonterra’s Exploration Manager, has compiled and approved the information contained in this press release. Mr. Ducharme is a qualified person as defined by National Instrument 43-101.

FOR ADDITIONAL INFORMATION

Pascal Hamelin, 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.

 Cautionary and Forward-Looking Statements

 forecasts and projections. This forward-looking information includes, among other things, statements with respect to Bonterra’s exploration and development plans. 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 forward-looking 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.

Bonterra Announces Upsize of Private Placement Offering of FlowThrough Common Shares to $13 Million and Concurrent $2 Million Private Placement of Common Shares

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 – March 15, 2021 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that, in connection with its previously announced “best efforts” private placement financing, the Company and a syndicate of agents led by Cormark Securities Inc. (collectively, the “Agents”), have agreed to increase the size of the offering. Under the revised terms of the offering, the Company has agreed to issue 9,030,000 common shares of the Company on a flow-through basis (the “FT Shares”) for gross proceeds of $13,003,200 at a price of $1.44 per FT Share and 2,000,000 common shares of the Company (the “Common Shares”) for gross proceeds of $2,100,000 at a price of $1.05 per Common Share (the “Offering”).

The Company and the Agents have also agreed to increase the option granted to the Agents (the “Agents’ Option”), exercisable in whole or in part at any time up to 48 hours prior to closing of the Offering, which will allow the Agents to sell up to an additional 1,390,000 FT Shares and up to an additional 350,000 Common Shares, in each case, on the same terms as 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”, as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2022 and renounced to the subscribers with an effective date no later than December 31, 2021 in an aggregate amount not less than the gross proceeds raised from the issue of the Offered Securities, as applicable, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

The net proceeds from the issuance of the Common Shares will be used for working capital and general corporate purposes.

The Offering is expected to close on or about April 7, 2021 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange. The Offering is being made by way of private placement in Canada. The securities issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a large portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company has three main assets, Gladiator, Barry, and Moroy, that collectively have a total of 698 thousand ounces in measured & indicated categories, and 1.4 million ounces in inferred category. Approximately 130,000 metres of drilling will be used to update this resource shortly. Importantly, the Company owns the only permitted and operational gold mill in the region that is currently two-thirds the way through the permitting process to expand from 800 to 2,400 tonnes-per-day. Bonterra is focused on graduating from advanced exploration to a development company over the next 18-months to deliver shareholder value.

FOR ADDITIONAL INFORMATION

Pascal Hamelin, 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.

Cautionary and Forward-Looking Statements

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.

Bonterra Announces $10 million Private Placement of Flow-Through Shares

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 – March 15, 2021 – Bonterra Resources Inc. (TSX-V: 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 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 $10,008,000, through the issuance of 6,950,000 common shares of the Company issued on a flowthrough basis (the “FT Shares”) at a price of $1.44 per FT Share (the “Offering”).

The Company has also granted the Agents an option, exercisable in whole or in part at any time up to 48 hours prior to closing of the Offering, which will allow the Agents to sell up to an additional 15% of the FT Shares on the same terms.

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”, as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2022 and renounced to the subscribers with an effective date no later than December 31, 2021 in an aggregate amount not less than the gross proceeds raised from the issue of the Offered Securities, as applicable, and, if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

The Offering is expected to close on or about April 7, 2021 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange. The Offering is being made by way of private placement in Canada. The securities issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a large portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company has three main assets, Gladiator, Barry, and Moroy, that collectively have a total of 698 thousand ounces in measured & indicated categories, and 1.4 million ounces in inferred category. Approximately 130,000 metres of drilling will be used to update this resource shortly. Importantly, the Company owns the only permitted and operational gold mill in the region that is currently two-thirds the way through the permitting process to expand from 800 to 2,400 tonnes-per-day. Bonterra is focused on graduating from advanced exploration to a development company over the next 18-months to deliver shareholder value.

FOR ADDITIONAL INFORMATION

Pascal Hamelin, 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 theTSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 Cautionary and Forward-Looking Statements

 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.

Bonterra Announces Permitting Process for Bachelor Mill Expansion is Two-Thirds Complete

Val-d’Or, QC – March 8, 2021 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce an update regarding the ongoing permitting process to expand the 100% owned Bachelor Mill from 800 to 2,400 tonnesper-day (“tpd”). As a result of the Company’s exploration success, Bonterra’s management began the process of seeking permits to expand the Bachelor Mill in 2018. Consequently, the Company estimates that the permitting process for the Bachelor Mill expansion is two-thirds complete.

Highlights:
– The Ministry of Energy and Natural Resources (“MENR”) has approved the tailings storage facility (“TSF”) expansion location, which brings Bonterra one step closer to its goal of expanding the Bachelor Mill.
– Bonterra submitted an Environmental Impact Study in 2019 and entered the question & answer period (“Q&A”) in the spring of 2020. The Company is currently in the process of providing the Environmental and Social Impact Review Committee with additional information.
– Once the Q&A is completed, the Company will seek a Certificate of Authorization allowing both the TSF expansion and the mill to be operated at 2,400 tpd.
– In addition, the MENR has approved the Gladiator closure plan. The Barry and Bachelor closure plans are currently being reviewed by the MERN. Approval of closure plans is a key step in the permitting process to begin mining at each project.

Pascal Hamelin, CEO commented: “The permitting process to expand the Bachelor Mill is progressing well. Based on feedback received thus far, we believe that the mill should be permitted for expansion concurrent with the development of Moroy, Bachelor and Barry for a potential huband-spoke restart. To that end, the Environmental and Social Impact Evaluating Committee is currently reviewing the Certificate of Exemption application for an underground ramp at Gladiator. It is important to remind investors that the 100% owned Bachelor Mill is currently operational at a rate of 800 tpd and it is connected to the Quebec hydroelectric power grid.”

About Environmental and Social Impact Review Committee

The Environmental and Social Impact Review Committee (“Review Committee” or “COMEX”) is an independent body composed of members appointed by the governments of Québec and the Cree Nation, which is responsible for the assessment and review of the social and environmental impacts of projects Located south of the 55th parallel in the territory governed by the James Bay and Northern Quebec Agreement (JBNQA).

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a large portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company has three main assets, Gladiator, Barry, and Moroy, that collectively have a total of 698 thousand ounces in measured & indicated categories, and 1.4 million ounces in inferred category. Approximately 130,000 metres of drilling will be used to update this resource shortly. Importantly, the Company owns the only permitted and operational gold mill in the region that is currently two-thirds the way through the permitting process to expand from 800 to 2,400 tpd. Bonterra is focused on graduating from advanced exploration to a development company over the next 18-months to deliver shareholder value.

FOR ADDITIONAL INFORMATION

Pascal Hamelin, 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.

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 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 forward-looking 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.

Bonterra Improves Mineralized Continuity and Expands Gold Bearing Structure to the East at Barry

Val-d’Or, QC – March 1, 2021 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce an update on results from the ongoing drilling campaign at the Barry project. These results encompass 16 diamond drill holes for 6,322 metres (“m”), of which seven holes were infill and nine holes were expansion. The Company is currently drilling at a rate of approximately 10,000 m per month and plans a mineral resource estimate update for Q2/21 (“2021 Resource Update”), which is expected to incorporate approximately 130,000 m of new drilling information. In addition, work on the the Preliminary Economic Assessment (“PEA”) is currently underway and is expected to be completed in the fall of 2021.

Highlights:
Expansion Drilling:

-6.1 g/t Au over 4.3 m and 3.2 g/t Au over 6.9 m in hole MB-21-330
-6.7 g/t Au over 0.5 m in hole MB-20-321
-6.1 g/t Au over 1.0 m in hole MB-20-328
Infill Drilling:
-5.5 g/t Au over 3.6 m and 5.8 g/t Au over 0.6 m in hole MB-20-318
-5.1 g/t Au over 4.8 m and 1.8 g/t Au over 6.0 m in hole MB-20-323
-15.1 g/t Au over 1.0 m in hole MB-20-326

Pascal Hamelin, CEO commented: “The results from infill drilling on the northern upper portion of the Barry deposit and expansion drilling at the eastern extension are very promising. Specifically, the infill drilling confirms mineralized continuity of the existing inferred resources closer to surface and drilling of the eastern extension is expected to add new resources at depth. Drilling data from the Company’s three main deposits totaling approximately 130,000 m will be incorporated into the upcoming 2021 Resource Update expected in Q2/21. The 2021 Resource Update will in turn provide the foundation of a PEA planned for the fall of 2021. Additionally, the Company is about two-thirds of the way through the permitting process to expand the milling rate at the Company’s 100% owned Bachelor Mill from 800 to 2,400 tonnes per day.”

The Company has drilled 66 holes representing a total of 23,830 m at Barry since July 23, 2020. Results from 16 holes have been received since the press release dated December 21, 2020. Results from the remaining 17 drilled holes are pending. (See Table 1 and Figures 1 and 2).

SLR Consulting (Canada) Ltd. has been contracted to prepare the 2021 Resource Update and a PEA currently underway in collaboration with Bonterra’s geological team on the Moroy, Gladiator and Barry projects scheduled to be completed in the fall of 2021. SGS Geological Services has been selected to undertake a peer review of the 2021 Resource Update and PEA preparation process. The Company expects these initiatives to help demonstrate the value of the Company’s assets.

The Barry gold deposit is characterized as multiple sub-parallel, sub-vertical, shear zones and a second set of veins dipping 50 to 60 degrees to the south hosted within intermediate to mafic volcanics and tuffs with local felsic intrusions. Gold mineralization consists of disseminated sulfides within the shear zones and the veins with local visible gold. The Barry deposit has been delineated over 1 kilometer along strike and 600 m vertical and remains open for expansion.

Due to an accumulated backlog at the Company’s laboratory, assaying priority has been assigned to drill hole samples directly affected within the 2021 Resource Update. Pending assays of samples awaiting analysis from drilling beyond the project models not included in the 2021 Resource Update are to be processed by Activation Laboratories Ltd. (“Actlabs”), based in northwestern Quebec.

Twelve infill-holes were drilled (MB-20-314 to 319; MB-20-324 to 328 and MB-20-330) and confirm mineral continuity within the 2019 Barry inferred resource, seven of which have returned significant values. Eight holes were drilled along the east extension of the current 2019 Barry resource.

The following holes have returned significant grades in this sector; MB-20-330: 3.2 g/t Au over 6.9 m in the 850 Zone and 6.1 g/t Au over 4.3 m in the 1000 Zone; MB-20-323: 5.1 g/t Au over 4.8 m in the 850 Zone and 1.8 g/t Au over 6.0 m in the H13 zone; MB-20-331: 6.1 g/t Au over 0.5 m in the 850 Zone. (See Table 1 and Figures 1 and 2).

About SLR Consulting (Canada) Ltd.

SLR Consulting (Canada) Ltd. is a technical advisory service provider that has experience in environmental and engineering related to the mining and minerals industry. The team has experience throughout the resource cycle including, resource and reserve definition, valuation, finance support, development, operations, mine closure and reclamation.

About SGS Geological Services

SGS Geological Services is an experienced resource modelling consultancy group with over 35 years of experience. The team specialize in computer-assisted mineral resource estimation services using modern geostatistical techniques, ore body modeling, reserve evaluation and engineering to reduce risk and enhance project value.

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a large portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company has three main assets, Gladiator, Barry, and Moroy, that collectively have a total of 698 thousand ounces in measured & indicated categories, and 1.4 million ounces in inferred category. Approximately 130,000 m of drilling will be used to update this resource shortly. Importantly, the Company owns the only permitted and operational gold mill in the region that is currently two-thirds the way through the permitting process to expand from 800 to 2,400 tonnes-per-day. Bonterra is focused on graduating from advanced exploration to a development company over the next 18-months to deliver shareholder value.

Quality control and reporting protocols

The Barry project’s drill core gold analyses are performed at the Company’s Bachelor Mine analytical laboratory (the “Laboratory”). The Company employs a rigorous QA-QC analysis program that meets industry standards. The analyses are carried out by fire assay (A.A.) with atomic absorption finish. Blanks, duplicates, and certified reference standards are inserted into the sample stream to monitor the Laboratory’s performance. The Company’s QA-QC program requires that at least 10% of samples be analyzed by an independent laboratory. These verification samples are sent to ALS Minerals laboratory facility located in Val-d’Or, Quebec. The verifications show a high degree of correlation with the Laboratory’s results. Pending assays of samples awaiting analysis from drilling beyond the project models not included in the 2021 Resource Update are to be processed at Actlabs, based in northwestern Quebec.

Qualified person

Marc Ducharme, P.Geo. and Bonterra’s Exploration Manager, has compiled and approved the information contained in this press release. Mr. Ducharme is a qualified person as defined by National Instrument 43-101.

FOR ADDITIONAL INFORMATION

Pascal Hamelin, 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.

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 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 forward-looking 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.

Bonterra Intersects 26.6 g/t Au over 5.2 Metres at Gladiator Expanding a Previously Discovered Subparallel Vein Along the Main Zone

Val-d’Or, QC – January 14, 2021 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce results from the ongoing 16,500 metres (“m”) drill campaign at its Gladiator project focused on expanding the size and scope of the project as well as improve grade continuity for the upcoming mineral resources update expected this summer. Assays from eight holes received since November 30, 2020 are included in this press release and were highlighted by:
-Main Zone (Expansion): 26.6 g/t Au over 5.2 m in hole BA-20-29
-North Zone (Expansion): 15.6 g/t Au over 2.0 m in hole BA-20-23
Detailed results are presented in Table 1

Pascal Hamelin, CEO commented “Recent assays have expanded both the size of the mineralized system and confirmed the high-grade continuity for the Main and North Zones at Gladiator. Drilling has been mainly focused on expanding the known mineralized envelope and improving confidence. Drilling continues to progress well and is on track to complete the 16,500 m campaign at Gladiator before the upcoming mineral resources estimate update expected to be released this summer.”

Gladiator Deposit Geology

The Gladiator deposit consists of three primary zones; the North, Main and Barbeau Zones. The North and the Main Zone are characterized by felsic dykes hosted mineralized quartz veins within steeply south-southeast dipping shear zones having developed at the contacts between mafic and intermediate volcanics and gabbroic intrusions. The Main Zone includes a secondary sub-parallel vein interpreted as a dislocated fold along the Main Zone structure. The North Corridor and South Zones are a series of mineralized zones spatially correlated with felsic dykes dipping to the south-southeast. These zones are interpreted to be subparallel and similar mineralized trends to the North and Main Zones. Additional “North Dipper” mineralized zones with trends moderately to steeply dipping northward, similar to the Barbeau Zone, are confirmed from the latest drilling (Figures 1 and 4).

Five holes intersected the Main Zone (BA-20-23; 25; 27; 29 and 30). Highlights include 8.6 g/t Au over 1.6 m including 12.3 g/t Au over 1.1 m in hole BA-20-23 (Figure 2).

Two holes were drilled to target the North Zone (BA-20-23 and 26). Best results included 15.6 g/t Au over 2.0 m including 44.2 g/t Au over 0.7 m in hole BA-20-23 (Figure 3).

The latest drilling has intersected the Main and South Zones of which the best intervals returned: 26.6 g/t Au over 5.2 m including 91.3 g/t Au over 1.5 m and 3.4 g/t Au over 2.5 m respectively in hole BA-20-29 (Figure 4).

Corporate Update

The Company also announces that Cesar Gonzalez, current Chairman of the Board has been appointed as Executive Chairman of the aboard effective immediately. As a result, the Company has granted him incentive stock options to acquire a total of 200,000 common shares of the Company pursuant to the Company’s stock option plan and subject to regulatory approvals. Each stock option, vests immediately and is exercisable at a price of $1.54 per share until July 6, 2025.

Quality Control and Reporting Protocols

The Gladiator project’s drill core gold analyses are performed at the Bachelor Mine’s analytical laboratory (the “Laboratory”). The Company employs a rigorous QA-QC analysis program that meets industry standards. The analyses are carried out by the fire assay (A.A.) with atomic absorption finish. Blanks, duplicates, and certified reference standards are inserted into the sample stream to monitor the Laboratory’s performance. The Company’s QA-QC program requires that at least 10% of samples be analyzed by an independent laboratory. These verification samples are sent to ALS Minerals laboratory facility located in Val-d’Or, Quebec. The verifications show a high degree of correlation with the Laboratory’s results.

Qualified Persons

Boris Artinian, P.Geo., Chief Geologist of the Company oversees all exploration activities on the Gladiator Project. Mr. Artinian is a qualified person as defined by National Instrument 43-101 (“NI 43-101”). Marc Ducharme, P.Geo. and Bonterra’s Exploration Manager, approved the information contained in this press release. Mr. Ducharme is a Qualified Person as defined by NI 43-101.

FOR ADDITIONAL INFORMATION

Pascal Hamelin, 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.

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 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 forward-looking 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.

Bonterra’s Moroy Bulk Sample Generates 9% Higher Head Grade than Modeled; 1,308 Ounces of Gold Produced

Val-d’Or, QC – December 23, 2020 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce the results from its bulk sampling program at the Moroy Project (the “Bulk Sample”) previously announced on September 15, 2020. The results from processing 11,093 tonnes extracted from the M1 structure confirmed the mineral resources estimated by SGS Canada Inc. (“SGS”) in May 2019. The average mill head grade obtained in the Bulk Sample was 3.87 g/t, which is 9.3% higher than the measured resources grade of 3.54 g/t from the block model calculated by SGS from the same extracted sector of the M1 structure. The results from the Bulk Sample confirms the validity of the geological model, and the resources calculation performed by SGS.

Highlights:
-Higher than modeled average head grade. The average mill head grade was 3.87 g/t Au for the Bulk Sample, which is 9.3% higher than the predicted Au grade from the geological model based on the diamond drilling information in the area.
-Solid recovery rates. Average mill recovery for the gold at 94.9% which compares well with the 96% achieved with higher grade material from the Bachelor Mine (fixed tail).
-Total bulk sample produced better than modeled grades resulting in the production of 1,308 oz., all milled at the Company’s own Bachelor Mill.

Pascal Hamelin, President and CEO commented: “It is very encouraging to see the results from the Bulk Sample meet or exceed what was predicted in the geological model and the mineral resources estimated by SGS in May 2019. These results have increased our confidence in the geological model, the grade and the mill recovery of the Moroy deposit.”

Mining

After the development of a haulage track drift, and a drift in the mineralization on level 11, which is 550 metres (“m”) below surface, two conventional raises were developed over a length of 30 m allowing the development of two conventional sub-levels spaced at 15 m.

The Company used the mining method of drilling and blasting long holes from the sub-levels. Holes ranging in length from 15 to 18 m were drilled with a diameter of 64 millimetres (2.5 inches) and showed very little deviation.

The drilling pattern was the same throughout the sampling, however, the blasting technique was adjusted based on the results obtained in order to find an optimal fragmentation method suitable for conventional remotely operated equipment while minimizing the powder factor to spare the walls.

Processing

Staggered over 40 days in October and November 2020, the Bachelor Mine mill processed 11,093 tonnes with an average grade of 3.87 g/t. With an average recovery of 94.9%, the Bulk Sample allowed the extraction of 1,308 ounces of gold.

The Bachelor Mill operates using the carbon-in-pulp (CIP) process.

The results obtained for the Bulk Sample are shown in the following table:

Resource

In May 2019, an assessment was made by SGS on the targeted area for the Bulk Sample. Calculations made estimated that the Bulk Sample would contain 1,336 ounces based on an estimate of 3.54 g/t Au and a tonnage of 11,736 tonnes.

The following table compares the results obtained to those estimated by SGS in May 2019:

Geology

The Bulk Sample from sector 11-M1-1 of the M1 Zone is characterized by an East-West trending silicified and hematized shear zone dipping from 50° to 65° North with an average width of approximately 1.8 m. The mineralized structure contains from 1 to 5% finely disseminated pyrite and very rarely shows visible gold, resulting in a very low little nugget effect in the gold-bearing structure. This M1 gold-bearing structure has been encountered from level 8 to level 14.

Quality control and reporting protocols

Post-milling reconciliation was performed and validated by Soutex Inc., an external consultant, based in Quebec City. Reconciliations for each work day and overall were completed. The throughput of each working day at the mill was estimated using the loading cell of the primary ball mill feed conveyor at the Bachelor Mill. Composite samples were taken at each shift (day/night) from the flows required for reconciliation. All samples were sent to an in-house laboratory for preparation and analysis. The analyses are carried out by fire assay (A.A.) with atomic absorption finish.

Qualified person

Francis Lefebvre, geo, Chief geologist of the company supervised the geology activity at the Moroy Project. Mr. Lefebvre is a qualified person as defined by National Instrument 43-101 (“NI 43-101”). Pascal Hamelin, ing, approved the information contained in this press release. Mr. Hamelin is also a qualified person as defined by NI 43-101.

FOR ADDITIONAL INFORMATION:

Pascal Hamelin, 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.

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 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 forward-looking 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.

Bonterra Makes New Gold Discovery at Barry North

Val-d’Or, QC – December 21, 2020 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce a new gold discovery at Barry North. Recent exploration drilling has confirmed the existence of gold mineralized vein structures spanning approximately 750 metres (“m”) in length along strike, approximately 150 m north of the Barry gold deposit. The Barry North zone is proximal and subparallel to the Mazères regional fault. These vein structures remain open along strike and at depth. Barry North’s gold mineralization is associated with quartz veining with some pyrite hosted within sheared mafic volcanic rocks and proximal to felsic intrusive rocks.

The best results obtained from the newly discovered Barry North zone include several intersections which are as follows: 3.8 g/t Au over 0.7 m in hole MB-20-290, 2.6 g/t Au over 3.9 m in hole MB-20-295 and 3.3 g/t Au over 2.0 m in hole MB-20-302. These holes are located just north and adjacent to the Barry deposit (See Table 1 and Figure 1).

Pascal Hamelin, President and CEO commented: “This newly discovered zone near surface is very promising and confirms the existence of previously untested gold mineralization just north of the Barry deposit. We look forward to receiving more drill results from this zone.”

The Company has drilled 42 holes representing a total of 15,225 m at Barry since July 23, 2020. Results from 11 holes have been received since the press release dated October 21, 2020 (See Table 1 and Figures 1 and 2).

In addition, infill drilling continues to confirm the western mineral continuity of the H1 and 800 zones at Barry. The best results include 7.4 g/t Au over 2.3 m, including 20.4 g/t Au over 0.8 m and 5.7 g/t Au over 0.5 m in hole MB-20-298 and 5.6 g/t Au over 1.5 m in hole MB-20-296 for the H1 Sector and H1 zones, respectively. The 800 zone was intersected with 1.8 g/t Au over 11.0 m including 8.3 g/t Au over 2.0 m in hole MB-20-294 (See Table 1 and Figures 1 and 2).

Quality control and reporting protocols

The Barry project’s drill core gold analyses are performed at the Bachelor Mine’s analytical laboratory (the “Laboratory”). The Company employs a rigorous QA-QC analysis program that meets industry standards. The analyses are carried out by the fire assay (A.A.) with atomic absorption finish. Blanks, duplicates, and certified reference standards are inserted into the sample stream to monitor the Laboratory’s performance. The Company’s QA-QC program requires that at least 10% of samples be analyzed by an independent laboratory. These verification samples are sent to ALS Minerals laboratory facility located in Val-d’Or, Quebec. The verifications show a high degree of correlation with the Laboratory’s results.

Qualified person

Marc Ducharme, P.Geo. and Bonterra’s Exploration Manager, has compiled and approved the information contained in this press release. Mr. Ducharme is a qualified person as defined by National Instrument 43-101.

FOR ADDITIONAL INFORMATION:

Pascal Hamelin, 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.

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 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 forward-looking 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.

Bonterra Completes Second and Final Tranche of Private Placement for Total Gross Proceeds of $15 million

Val-d’Or, QC – December 15, 2020 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that it has closed the second and final tranche of the non-brokered private placement previously announced on November 23, 2020, December 3, 2020 and first tranche closing on December 9, 2020 (the “Offering”). In the final tranche, the Company raised aggregate gross proceeds of $2,729,625 (the “Final Tranche”) from the sale of 2,373,587 common shares of the Company (the “Shares”) at a price of $1.15 per Share. The total number of Shares sold in the Offering was 13,043,478 for aggregate gross proceeds for all tranches of $15 million. The Company is pleased to have received significant support and participation from its existing shareholders in the Offering, including Wexford Capital LP, Ruffer LLP and CDPQ Sodémex Inc.

In connection with the closing of the Final Tranche, the Company will pay finder’s fees to an arm’s length finder of $11,500 in cash.

The net proceeds of the Offering will be used to fund drilling campaigns at Bonterra’s Moroy, Gladiator and Barry projects and to prepare a resource estimate update and a Preliminary Economic Assessment (“PEA”) on these three projects and for general working capital purposes. The PEA is expected to be completed in the fall of 2021. Along with a total of 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.

The Shares issued in the Final Tranche of the Offering are subject to a statutory hold period expiring on April 16, 2021. The Offering remains subject to final acceptance by the TSX Venture Exchange.

FOR ADDITIONAL INFORMATION:

Pascal Hamelin, President and Chief Executive Officer
Peter O’Malley, Director, Chair of the Special Committee
Email: 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.

Cautionary and Forward-Looking Statements

The Shares offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any State in which such offer, solicitation or sale would be unlawful.

This news 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. Any financing may be subject to applicable regulatory approvals, including of the TSX Venture Exchange. In addition, the PEA may not be completed as planned or at all and the results of such PEA are unknown at this time and may indicate that the projects may have economic values below the Company’s expectations. 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 forward-looking 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.

Bonterra Completes First Tranche of Private Placement for Gross Proceeds of $12.27 million

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 – December 9, 2020 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that it has closed the first tranche of the non-brokered private placement previously announced on November 23, 2020 and December 3, 2020 (the “Offering”). In this first tranche, the Company raised aggregate gross proceeds of $12,270,375 (the “First Tranche”) from the sale of 10,669,891 common shares of the Company (the “Shares”) at a price of $1.15 per Share.

In connection with the closing of the First Tranche, the Company will pay finder’s fees to INFOR Financial Inc. and Cormark Securities Inc., each an arm’s length finder, an aggregate of $305,750 in cash.

Certain funds managed by Wexford Capital LP, an insider of the Company, acquired directly or indirectly a total of 4,000,000 Shares in the Offering on the same terms as other participants for an aggregate purchase price of $4,600,000. The direct and indirect participation in the Offering by an insider of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value (as determined under MI 61-101) of the related party transactions does not exceed 25% of the Company’s market capitalization. On November 10, 2020, the Bonterra board of directors created a special committee of independent directors to evaluate strategic alternative transactions, including the Offering. The special committee oversaw the Offering and approved its terms. In particular, the special committee reviewed market demand against the Company’s planned 2021 exploration program in approving the increase in the size of the Offering from $10,000,000 to $15,000,000 as announced on December 3, 2020.

The net proceeds of the Offering will be used to fund drilling campaigns at Bonterra’s Moroy, Gladiator and Barry projects and to prepare a resource estimate update and a Preliminary Economic Assessment (“PEA”) on these three projects and for general working capital purposes. The PEA is expected to be completed in the fall of 2021. Along with a total of 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.

The Shares issued in the First Tranche of the Offering are subject to a statutory hold period expiring on April 10, 2021. A second and final closing of the Offering is expected to take place on or around December 15, 2020. The Offering remains subject to final acceptance by the TSX Venture Exchange.

A material change report in connection with the Offering will be filed less than 21 days before the closing of the Offering. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wished to complete the Offering in a timely manner and all investors under the Offering participated on the same terms.

FOR ADDITIONAL INFORMATION:

Pascal Hamelin, President and Chief Executive Officer
Peter O’Malley, Director, Chair of the Special Committee
Email: 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.

Cautionary and Forward-Looking Statements

The Shares offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any State in which such offer, solicitation or sale would be unlawful.

This news 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. Any financing may be subject to applicable regulatory approvals, including of the TSX Venture Exchange. In addition, the PEA may not be completed as planned or at all and the results of such PEA are unknown at this time and may indicate that the projects may have economic values below the Company’s expectations. 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 forward-looking 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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