Val-d’Or, QC – February 17, 2026 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce it has received UL 2723 ECOLOGO® Certification for Mineral Exploration Companies, recognizing our exemplary environmental, social, and governance (ESG) practices. Supported by the Québec Mineral Exploration Association (“AEMQ”), the ECOLOGO® program consists of a certification recognizing best-in-class sustainability and responsible practices for mineral exploration companies, developed by Underwriters Laboratories (UL).
Marc-André Pelletier, President and CEO commented: “Receiving the ECOLOGO® certification demonstrates the Company’s commitment to sustainable development in our exploration activities. Our team works diligently to reduce the impact of our operations while respecting the environment and communicating with local communities. We would like to thank AEMQ for their support and guidance during the accreditation process.”
Security-Based Compensation
The Company also announces that effective February 17, 2026, it granted an aggregate of 545,000 restricted share units of Bonterra (“RSUs”) to officers of the Company. The RSUs are subject to a one-year vesting period from the date of grant in accordance with the Company’s Omnibus Equity Incentive Compensation Plan.
The Company also granted stock options to officers to acquire an aggregate of 1,660,000 common shares of the Company. Each stock options vest immediately and are exercisable at a price of $0.18 per share for a period of five years from the date of grant.
ABOUT BONTERRA
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company’s assets include the Gladiator, Barry, Moroy, and Bachelor gold deposits, which collectively hold 7.4 million tonnes at 5.21g/t Au for 1.24 million ounces of Measured and Indicated categories and 9.2 million tonnes at 6.05g/t Au for 1.78 million ounces of Inferred mineral resources category.
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining Inc. (“Osisko Mining”) for the Urban-Barry properties (the “JV Agreement”), which include the Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by incurring C$30 million in work expenditures on or before November 2026 (including expenditures incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra’s dedication to advancing its exploration assets, marking a significant step towards development.
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.
Caution regarding forward-looking statements
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward-looking and are often identified by words such as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, and “intend”. Forward-looking statements in this release include, without limitation, statements regarding the award of the ECOLOGO® certification, and Gold Fields’ ability to complete the remaining earn-in expenditures under the JV Agreement.
These statements are based on assumptions considered reasonable by management, including assumptions regarding exploration plans, budgets, schedules, regulatory approvals, and the continued advancement of work by Gold Fields. However, forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Such risks include, but are not limited to, changes to exploration plans, results that differ from expectations, operational or permitting challenges, the ability of the parties to complete the Joint Venture, the timing and completion of earn-in expenditures, the speculative nature of mineral exploration, commodity price fluctuations, and the availability of financing. Additional information regarding risks can be found in the Company’s filings at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statement except as required by applicable securities laws. All forward-looking statements in this release are expressly qualified by this cautionary statement.
Val-d’Or, QC – January 21, 2026 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce details of the 2026 exploration program, which includes deep-drilling at Barry, being led by a 100% indirect subsidiary of Gold Fields Ltd (“Gold Fields”) at the Phoenix JV (the “Project”). The Project is under a definitive earn-in and joint venture agreement (the “JV Agreement”) with Gold Fields. Under the JV Agreement, Gold Fields has the right to acquire a 70% interest in the Project by spending C$30 million in work expenditures, with a minimum spending commitment of C$10 million per year over a three- year period (see press release dated November 28, 2023, for more details). To date, over 79,000 meters (“m”) have been drilled and approximately C$25 million invested on the Project under the JV Agreement.
Marc-André Pelletier, President and CEO commented: “The 2026 exploration program proposed by Gold Fields, particularly the deep drilling at the Barry deposit, aimed at testing mineralization at depth and along the eastern down- plunge, represents an important next step for the Phoenix JV. Together with the planned Barry camp upgrades, these initiatives highlight a commitment to unlocking the full potential of the assets within the JV. With a valid mining lease, historical production, and existing underground infrastructure, Barry is well positioned to drive continued progress with our partner, Gold Fields. We look forward to building on this momentum as Gold Fields progresses toward completing its earn-in by mid-2026.”
2026 Phoenix JV Plans
Gold Fields is preparing an 8,000 m drill program and has mobilized two drill rigs at the Barry deep drilling target early in the new year. The 2026 exploration program will test targets located to the north and east of the Barry deposit and will include deep drilling to evaluate the down-plunge extension of the mineralization at depth from approximately 750 to 850 m vertical depth, as well as the eastern down-plunge extension. Final target selection will be subject to internal review and prioritization. The 2026 budget is approximately C$4 million, and Gold Fields expects to complete the full C$30 million earn-in work expenditures under the JV Agreement by mid-2026.
In addition to the deep-drilling campaign at Barry, plans are underway – in collaboration with Gold Fields – to upgrade and expand the JV’s Barry camp to provide additional accommodation capacity in support of the Project and other regional initiatives.
Figure 1: Phoenix JV – Surface Plan View with 2026 Drill Targets at Barry
Figure 2: Phoenix JV – Long Section View with Barry Deep Holes Drill Targets
Barry Project Highlights
The Barry deposit is characterized by three dominant sets of structures, all dipping to the southeast. The sub-vertical shear zones and the H-Series shear zones dipping 25 to 40 degrees are hosted within intermediate to mafic volcanics and tuffs with local felsic intrusions. Contact zones dip at 50 to 65 degrees along the lower and upper contacts of the D1, D2 and D3 felsic intrusions with mafic volcanics. Gold mineralization is associated with disseminated sulfides within shear zones and veins with local visible gold. The Barry deposit has been delineated over 1.4 kilometres along strike and 700 m vertically and remains open for further expansion.
The latest mineral resource estimate (the “2021 MRE”, press release dated June 23, 2021) contains 0.7 million ounces of Measured and Indicated and 0.7 million ounces of Inferred mineral resources at Barry. Historical drilling provides additional support for ongoing resource growth, particularly at depth. Drill hole MB-21-416 returned 10.8 g/t Au over 5.1 m, including 23.1 g/t Au over 1.4 m, while drill hole MB-22-420 returned 12.1 g/t Au over 6.1 m, including 73.5 g/t Au over 0.5 m. Additionally, drill hole MB-21-417 intersected 7.1 g/t Au over 7.6 m, including 20.1 g/t Au over 1.4 m and 13.2 g/t Au over 1.4 m, demonstrating strong potential for resource expansion along the eastern portion of the Barry deposit (see Figure 3 and press release dated April 7, 2022).
The Barry Mine was in production between 2008 and 2010, during which time it yielded approximately 44,000 ounces of gold. In 2018, Bonterra constructed an underground exploration ramp extending to 100 m below surface. The Company currently maintains a mining lease for 1.2 million tonnes, permitting extraction by both open pit and underground methods. The project is supported by established infrastructure and essential permits required to facilitate a restart of operations.
Figure 3: Longitudinal View Showing Barry Historical Drill Results at Depth
Qualified Person
M. Donald Trudel, P.Geo. (OGQ # 813), Director Geology for the Company, has reviewed and approved the technical information contained in this press release. Mr. Trudel is a qualified person as defined by National Instrument 43-101 on standards of disclosure for mineral projects.
ABOUT BONTERRA
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company’s assets include the Gladiator, Barry, Moroy, and Bachelor gold deposits, which collectively hold 1.24 million ounces in Measured and Indicated categories and 1.78 million ounces in the Inferred category.
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining Inc. (“Osisko Mining”) for the Urban-Barry properties (the “JV Agreement”), which include the Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by incurring C$30 million in work expenditures on or before November 2026 (including expenditures incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra’s dedication to advancing its exploration assets, marking a significant step towards development.
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.
Caution regarding forward-looking statements
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward-looking and are often identified by words such as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, and “intend”. Forward-looking statements in this release include, without limitation, statements regarding the 2026 exploration program at the Phoenix JV, including planned drilling activities, deep-drilling objectives at the Barry deposit, proposed camp upgrades, and Gold Fields’ ability to complete the remaining earn-in expenditures under the JV Agreement.
These statements are based on assumptions considered reasonable by management, including assumptions regarding exploration plans, budgets, schedules, regulatory approvals, and the continued advancement of work by Gold Fields. However, forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Such risks include, but are not limited to, changes to exploration plans, results that differ from expectations, operational or permitting challenges, the ability of the parties to complete the Joint Venture, the timing and completion of earn-in expenditures, the speculative nature of mineral exploration, commodity price fluctuations, and the availability of financing. Additional information regarding risks can be found in the Company’s filings at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statement except as required by applicable securities laws. All forward-looking statements in this release are expressly qualified by this cautionary statement.
Val-d’Or, QC – January 16, 2026 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) announces that the Canada Revenue Agency (“CRA“) is completing a tax audit (the “Audit“) of the Company’s renunciation of Canadian exploration expenses (“CEE“) in favour of subscribers of the private placements of flow-through shares which closed in December 13, 2019 and October 21, 2021 (the “Flow-Through Financings“) for aggregate gross proceeds of approximately C$16.96 million. Renunciations made pursuant to other flow-through offerings by the Company are not affected by the Audit.
CRA has notified the Company of CRA’s intention to reclassify approximately C$11.05 million of previously renounced CEE on the basis that they did not meet the definition of CEEs, as defined for income tax purposes (the “Proposed Tax Adjustments“). CRA’s notification relies on the incorrect assumption that the Moroy Deposit constitutes an extension of the Bachelor Mine, a finding that Bonterra strongly disagrees with. Bonterra has voiced its disagreement with the Proposed Tax Adjustments and the audit process followed by the CRA, and intends to continue to vigorously defend its position by objecting to any forthcoming notice of reassessment.
CRA will contact directly the subscribers of the Flow-Through Financings regarding a reassessment of deductions claimed in connection with the related CEEs. It is to be expected that the CRA will begin by providing notice of reassessments to subscribers in the December 2019 flow through financing (TIN#48427 and TIN#48428), with the other reassessment following later this year (TIN#49934). The Company anticipates that the reductions in renounced CEE will be made on a pro rata basis among all subscribers of the same financing.
The Company agreed to indemnify subscribers for tax attributable to disallowed renunciations of CEE pursuant to the terms of the subscription and renunciation agreements entered into by the Company and the subscribers in connection with the Flow-Through Financings. The Company invites subscribers of the Flow-Through Financings who receive a notice of reassessment from CRA in connection with the Proposed Tax Adjustments to contact the Company as soon as possible in connection with this right of indemnification for more information about next steps. To support the Company’s appeal, subscribers may need to file a notice of objection in respect of their reassessment.
The maximum aggregate amount of the Company’s exposure with respect to the indemnification obligation from the Flow-Through Financings, together with interest and penalties payable to CRA, and anticipated Part XII.6 tax payable under section 211.91 of the Income Tax Act, is presently estimated to be approximately C$9.5 million, although the initial liability anticipated in respect of the initial reassessment’s that will be issued by CRA will be closer to C$3 million. The Company expects to account for this liability in its financial statements for the year ending December 31, 2025. This provision does not include any provision for the effect, if any, of the reclassification on provincial tax credits received by the Company.
The Company is actively working to address the obligations resulting from the Proposed Tax Adjustments and will provide additional information when available.
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. Forward-looking statements made in this news release include statements regarding the estimated liability resulting to the Company, the allocation of the reductions amongst subscribers, the timing of delivery of reassessments to subscribers of the Flow Through Financings, and the Company’s defense of its position. In making these statements, management has relied on a number of assumptions, including the anticipated impact of the reassessments on tax payable by past subscribers, how the reassessments will be allocated, that there will be no changes to CRA’s position on the Proposed Tax Adjustments or other CEE renounced by the Company, and that the reclassification will not affect the Company’s provincial tax credits and renunciations. 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, that may cause actual results to differ materially from those expressed or implied. 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.
Val-d’Or, QC – October 16, 2025 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra”or the“Company”) is pleased to announce the discovery of the extension of the mineralized Hewfran Zone at its 100%-owned Desmaraisville South Project (the “Project”), located immediately adjacent to historical underground workings at the Bachelor Mine.
The Hewfran Zone lies within the active Bachelor mining lease and less than 500 meters (“m”) from the Bachelor Mill Complex, offering a strategic opportunity to advance Bonterra’s plan to restart mining operations using existing permitted infrastructure.
Marc-André Pelletier, President and CEO commented: “The Hewfran Zone extension confirms the strong potential that remains immediately adjacent to the previously mined Bachelor Mine workings. Located within the existing mining lease and only a short distance from the mill and underground development, Hewfran presents a compelling opportunity to support a restart scenario. Importantly, the mineralization style and host rocks are consistent with those at Bachelor Mine. With roughly half of the 2025 drill program completed, we are now focusing on Hewfran and other high-priority targets identified through VRIFY’s DORA platform, as the Bachelor Mine and Desmaraisville property continue to demonstrate significant untapped potential.”
Hewfran Zone Highlights
Five shallow holes were completed to evaluate the up-dip and near-surface extensions of the Hewfran Zone Vein B. Drill holes BRDS-25-076, 077, and 092 intersected zones of intense silicification and hematite alteration with disseminated pyrite, confirming that the mineralized structures remain continuous toward surface. Bonterra plans to follow up on these results as part of its ongoing effort to restart operations at the Bachelor Mine. Drill highlights from the Hewfran Zone extension are as follows:
2.78 g/t Au over 4.7 m, including 14.2 g/t Au over 0.7 m in hole BRDS-25-076
2.54 g/t Au over 8.0 m, including 6.19 g/t Au over 1.2 m in hole BRDS-25-077
1.32 g/t Au over 17.0 m, including 3.88 g/t Au over 4.0 m in hole BRDS-25-092
The Hewfran Zone consists of two mineralized lenses (A and B) extending from surface down to approximately 200 m below surface, positioned immediately alongside historical stopes, and underground development at the former Bachelor Mine. The mineralization style and host rock characteristics are consistent with those observed at Bachelor, comprising steeply dipping quartz-carbonate veining, silica flooding, hematite-altered stockwork, and pyrite.
Importantly, the Hewfran Zone lies within 500 m of the Bachelor Mill and surface infrastructure highlighting a low-cost, near-mine growth opportunity with direct access to existing shaft, declines, and mine services (see Figures 1 and 2 and Tables 1 and 2).
Figure 1: Desmaraisville South Project – Longitudinal View showing Hewfran A & B Veins and the Bachelor Mine Workings
Figure 2: Desmaraisville South Project – Hewfran Plan View – B Vein New Assay Results
2025 Drilling Update
Diamond drilling at Desmaraisville South began in early July 2025, with one drill rig currently active on site. To date, 22 diamond drill holes totaling 5,658 m have been completed. A total of 3,911 NQ core samples, along with 514 associated QA/QC samples, have been submitted to accredited laboratories, with 1,148 assay results pending. Fieldwork, including detailed mapping and sampling, continues across the property.
The ongoing 10,000–12,000 m drill campaign, scheduled for completion by year-end, was initially designed to follow up on previous drilling at the Hewfran, Mistik 13, and Le Sueur targets, as well as to test additional targets generated using VRIFY’s AI-assisted discovery platform, DORA. Following the encouraging intercepts at Hewfran, the remainder of the program will now prioritize step-out and delineation drilling in that area, and other high-priority targets near the Bachelor Mill Complex.
All targets are located in close proximity to the Bachelor Mill Complex, where historical production exceeded 350,000 ounces of gold from two million tonnes of ore at an average grade of 5.0 g/t Au.
Mistik 13 and Le Sueur
At Mistik 13, new drilling tested the western and northern extensions of the gold intercept reported in hole BRDS-23-013 (0.80 g/t Au over 11.7 m, including 2.84 g/t Au over 1.4 m; see press release dated February 5, 2024). Drill holes BRDS-25-081 and BRDS-25-082 intersected a mineralized shear zone characterized by abundant silica alteration with lesser sericite and carbonate and disseminated pyrite. The gold mineralization appears to be associated with a northwest–southeast trending geological structure adjacent to a felsic dike (see Figure 3).
At Le Sueur, visible gold (“VG”) was intercepted in hole BDRS-25-085 at proximity of an historical showing discovered in 1990 by SEREM (10.97 g/t Au over 1.5 m). Drill highlights from Mistik 13 and Le Sueur are as follows:
0.24 g/t Au over 21.5 m in hole BRDS-25-081(Mistik 13)
3.05 g/t Au over 4.61 m, including 23.3 g/t Au over 0.5 m in hole BRDS-25-082 (Mistik 13)
1.17 g/t Au over 0.45 m with visible gold in hole BRDS-25-085 (Le Sueur)
Figure 3: Desmaraisville South Project – Mistik 13 and Le Sueur Plan View New Assay Results
2025 Field Work Campaign
The 2025 mapping and sampling program at Desmaraisville South commenced on August 11th with a two-person field crew. This work builds on the property-wide mapping and sampling program initiated in 2024. To date, a total of 66 grab samples and 46 lithogeochemistry samples have been collected and submitted for analysis at AGAT Laboratories in Val-d’Or, QC and Thunder Bay, ON.
Table 1: Drill Hole Locations – Desmaraisville South project, Québec
Hole ID
Easting
Northing
Elevation (m)
Azimuth
Dip
Length (m)
BRDS-25-76
416515
5483404
307.3
30
-50
330
BRDS-25-77
416689
548331.8
318.0
19
-51
153
BRDS-25-81
418307
5485899
311.0
189
-50
282
BRDS-25-82
418217
5485944
302.0
189
-50
303
BRDS-25-092
416515
5483404
307.0
65
-55
201
BRDS-25-085
417454
5486573
314.0
205
-50
201
UTM Coordinates, System: NAD83 Zone 18
Table 2: Significant Mineralized Intersections from Drilling on the Desmaraisville South project
Hole ID
Zones
From (m)
To (m)
Length (m)
Grades(g/t Au)
Metal Factor(Length x Grade)
BRDS-25-76
Hewfran B
82.0
86.7
4.7
2.78
13.1
Including
85.3
86.0
0.7
14.20
9.9
BRDS-25-77
Hewfran B
114.3
122.3
8.0
2.54
20.3
Including
115.8
117.0
1.2
6.19
7.4
BRDS-25-81
Mistik 13
101.0
122.5
21.5
0.24
5.1
BRDS-25-82
Misitk 13
129.0
133.61
4.61
3.05
14.1
Including
130.0
130.5
0.5
23.3
11.7
BRDS-25-092
Hewfran B
146.0
163.0
17.0
1.32
22.5
including
157.0
161.0
4.0
3.88
15.5
BRDS-25-085*
Le Sueur
167,5
168,0
0.5
1.17
0.6
Reported intervals represent drilled core lengths; true widths are not yet known.
2) Gold results obtained above<0.5 g/t Au with a Metal Factor above 5 except for Le Sueur drill hole where VG was intercepted.
3) * Visible Gold (VG)
Quality Control and Reporting Protocols
The Desmaraisville South Project’s drill core gold analyses were performed at the MSALABS and the AGAT Laboratories located in Val-d’Or, Québec. These external laboratories employ a rigorous QA-QC analysis program that meets industry standards. At the AGAT laboratory, the analyses are carried out by fire assay (A.A.) with atomic absorption finish and with gravimetric finish for assay above 10 g/t Au. Blanks, duplicates, and certified reference standards are inserted into the sample stream to monitor the Laboratory’s performance. Other core samples gold analysis was performed at MSALABS of Val d’Or, Québec. The samples were crushed to a particle size of 70% passing through a two-millimeter sieve, and then a 500-gram portion was taken for gold analysis by gamma ray (PhotonAssayTM). As per MSALABS’ internal procedure, blank samples, and certified reference materials are systematically inserted into the analysis sequence. MSALABS operates several laboratories worldwide and holds ISO-17025 accreditation for numerous metal determination methods, including the photon assay method.
The Company’s QA-QC program requires that at least 5 to 10% of the samples be analyzed by an independent laboratory. These verification samples are sent to ALS Minerals laboratory facility located in Val-d’Or, Québec. The verifications show a high degree of correlation with the laboratory’s results.
Qualified Person
M. Donald Trudel, P.Geo. (OGQ # 813), Director Geology for the Company, oversees all exploration activities on the Desmaraisville Property and has compiled and approved the information contained in this press release. Mr. Trudel is a qualified person as defined by National Instrument 43-101 on standards of disclosure for mineral projects.
About Bonterra Resources Inc.
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company’s assets include the Gladiator, Barry, Moroy, and Bachelor gold deposits, which collectively hold 1.24 million ounces in Measured and Indicated categories and 1.78 million ounces in the Inferred category.
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining Inc. for the Urban-Barry properties (the “JV Agreement”), which include the Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by incurring C$30 million in work expenditures until November 2026 (including expenditures incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra’s dedication to advancing its exploration assets, marking a significant step towards development.
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.
Caution regarding forward-looking statements
This press release contains “forward-looking information” within the meaning of applicable securities laws, including statements regarding the interpretation of the newly identified Hewfran Zone and its proximity to the Bachelor Mine underground workings, the potential for additional mineral resources within the Bachelor Camp, and the possible restart of mining operations at the Bachelor Mill Complex. Forward-looking information also includes references to the earn-in and joint venture agreement with Osisko Mining announced on November 28, 2023, and the acquisition of Osisko Mining by Gold Fields announced on August 12, 2024. Such statements are based on Bonterra’s current expectations and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including those related to exploration results, interpretations, permitting, financing, commodity prices, and operational challenges. Exploration results, particularly from wide-spaced drilling, may not be indicative of a mineral deposit, and there has been insufficient exploration to define a mineral resource. It is uncertain whether further work will lead to the delineation of a mineral resource or a restart of mining operations at Bachelor. Bonterra undertakes no obligation to update any forward-looking information except as required by applicable securities laws. The words “will,” “anticipated,” “plans,” “potential,” “could,” “should,” and other similar expressions are intended to identify forward-looking information. Such statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on forward-looking information. Bonterra undertakes no obligation to update any forward-looking information except as required by applicable securities laws.
Val-d’Or, QC – August 28, 2025 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to provide exploration updates at its 100% owned Desmaraisville South and at the Phoenix JV Projects. Exploration work at Phoenix JV (the “Project”) is being led by a 100% indirect subsidiary of Gold Fields Ltd (“Gold Fields” or the “Operator”). The Project is under a definitive earn-in and joint venture agreement (the “JV Agreement”) with Gold Fields. Under the JV Agreement, Gold Fields has the right to acquire a 70% interest in the Project by spending C$30 million in work expenditures, with a minimum spending commitment of C$10 million per year over a three-year period (see press release dated November 28, 2023, for more details). To date, over 65,000 meters (“m”) have been drilled, with approximately C$20 million invested in the Project under the JV Agreement.
Marc-André Pelletier, President and CEO commented: “The exploration program, led by our joint venture partner Gold Fields, is progressing well and has provided several valuable insights ahead of the 15,000 m drilling campaign, which is set to begin this week with a drill rig mobilized on the Duke NE target. Prospecting work conducted to date has allowed for the mapping and sampling of several areas, including outcrops, boulders, and a historical trench located on the Gladiator SW target. In addition, a B-horizon soil sampling campaign was completed to the east and west of the Gladiator deposit, alongside an airborne gravimetric survey covering the entire JV property.
At the Desmaraisville South property, drilling is currently underway. Prospecting work is also scheduled to begin on the Property this week. We are pleased with the progress achieved this year through the Phoenix JV and excited to advance both campaigns as drilling programs are now underway.”
Exploration Updates at Phoenix JV
The exploration program, which began in May 2025 on the JV Property, includes two gravimetric surveys—one airborne and one ground-based—as well as field activities such as B-horizon soil sampling, prospecting, mapping of outcrops, and reviewing historical trenches.
The airborne gravimetric survey is now completed. The ground survey might resume once the airborne data has been compiled and analyzed. Prospecting activities to date have focused on the Gladiator SW outcrops, Titan target, and areas near Lac-aux-Loutres. Mapping work will continue at Panache target. B-horizon soil samples were also collected at these targets.
The drilling campaign will start with one drill rig on the Duke NE target, and Gold Fields plans to deploy up to three drill rigs for a total of 15,000 m of drilling (see Figure 1). Several targets will be tested including the Gladiator NE and Titan targets along the Barry shear zone.
Figure 1 – Phoenix JV Project – Surface Plan View with Completed Drill holes, Historical Drill Hole Assay Results and 2025 Drill Target Areas
Exploration Updates at Desmaraisville South
At Desmaraisville South, the 2025 drill campaign started with one drill rig. To date, approximately 2,500 m have been drilled at Hewfran and Mistik targets. The Company is planning a 10,000 to 12,000 m drill program expected to be completed by year-end and includes targets selected with the assistance of the VRIFY’s AI-Assisted Mineral Discovery Platform known as DORA (See Figure 2). Field work is expected starting soon on the Property.
Figure 2 – Desmaraisville South Project – Historical Drill Hole Assay Results and 2025 Drill Target Areas
Corporate Updates
Following the closing of its upsized brokered private placement for proceeds of $10.5 million, announced on June 30, 2025, the Company would like to clarify the number of non-transferable broker warrants issued in connection with this financing. The correct number of broker warrants issued is 2,509,109, not 2,509,108 as previously disclosed in the June 30, 2025 press release (see the June 30th press release for more information).
Qualified Person
M. Donald Trudel, P.Geo. (OGQ # 813), Director Geology for the Company, has reviewed and approved the technical information contained in this press release. Mr. Trudel is a qualified person as defined by National Instrument 43-101 on standards of disclosure for mineral projects.
ABOUT BONTERRA
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company’s assets include the Gladiator, Barry, Moroy, and Bachelor gold deposits, which collectively hold 1.24 million ounces in Measured and Indicated categories and 1.78 million ounces in the Inferred category.
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining Inc. for the Urban-Barry properties (the “JV Agreement”), which include the Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by incurring C$30 million in work expenditures until November 2026 (including expenditures incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra’s dedication to advancing its exploration assets, marking a significant step towards development.
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.
Caution regarding forward-looking statements
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 ability and timing of the parties to complete the Joint Venture (if at all), whether the work expenditures would be incurred as contemplated in the Agreement (or at all), the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in the Company’s 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.
Val-d’Or, QC – July 9, 2025 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to provide an update on its 2025 exploration plans at its 100% owned Desmaraisville South Project (the “Project”). During the first half of the year, Bonterra’s geology team has diligently worked on a comprehensive reinterpretation of the geological setting surrounding the Bachelor Mill Complex. Leveraging the advanced capabilities of VRIFY’s AI-Assisted Mineral Discovery Platform known as DORA, the team has identified several high-potential drill targets. As a result, Bonterra is planning a 10,000 to 12,000 meters (“m”) drill program expected to be completed by year-end (See Figure 1, which highlights the targeted areas, including those selected with the assistance of VRIFY’s DORA). Marc-André Pelletier, President and CEO commented: “At our 100% owned Desmaraisville South Project, Bonterra’s exploration strategy is focused on discovering new mineralized zones near the Bachelor Mill Complex. The 2025 exploration program builds on the success of the 2024 drilling campaign, which identified several high-priority targets. We also plan to test additional promising targets selected with the assistance of VRIFY’s DORA. With the recent completion of our upsized financing, Bonterra is fully funded to execute on this year’s exploration plans.”
2025 Exploration Plans
Drill 10,000 to 12,000 m near the Bachelor Mill Complex, including the Mistik 13, Hewfran and other targets, including a predominantly base metals target and VRIFY’s AI generated targets.
Carry out field work, focusing on mapping, soil and rock geochemical sampling.
Reinterpret the 2023 gravimetric geophysical surveys.
Figure 1: Desmaraisville South Project – Prospective Drill Targets
Bachelor Mill Complex
Bonterra owns 100% of the Bachelor Mill Complex, a strategically important asset for future mining operations within the Desmaraisville camp. The fully operational mill has a current capacity of 800 tonnes per day (“tpd”) and is powered by low-cost and sustainable hydroelectric grid power. Permitting is underway to support a potential expansion to 1,800 tpd. The complex also includes a fully equipped assay laboratory capable of processing approximately 6,000 samples per month, as well as a 100-person camp, offices, workshops, and core logging facilities.
Qualified Person
M. Donald Trudel, P.Geo. (OGQ # 813), Director Geology for the Company, oversees all exploration activities on the Desmaraisville Property and has compiled and approved the information contained in this press release. Mr. Trudel is a qualified person as defined by National Instrument 43-101 on standards of disclosure for mineral projects.
About Bonterra Resources Inc.
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company’s assets include the Gladiator, Barry, Moroy, and Bachelor gold deposits, which collectively hold 1.24 million ounces in Measured and Indicated categories and 1.78 million ounces in the Inferred category.
In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining Inc. for the Urban-Barry properties (the “JV Agreement”), which include the Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by incurring C$30 million in work expenditures until November 2026 (including expenditures incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra’s dedication to advancing its exploration assets, marking a significant step towards development.
FOR ADDITIONAL INFORMATION
Marc-André Pelletier, President & CEO ir@btrgold.com
2872 Sullivan Road, Suite 2, Val d’Or, Québec 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.
Caution regarding 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 the earn in a joint venture agreement with Osisko Mining announced on November 28, 2023, and the acquisition of Osisko Mining by Gold Fields announced on August 12, 2024. 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 spacing 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.
Val-d’Or, QC – July 2nd, 2025 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to provide exploration updates being led by a 100% indirect subsidiary of Gold Fields Ltd (“Gold Fields” or the “Operator”) at the Phoenix JV (the “Project”). The Project is under a definitive earn-in and joint venture agreement (the “JV Agreement”) with Gold Fields. Under the JV Agreement, Gold Fields has the right to acquire a 70% interest in the Project by spending C$30 million in work expenditures, with a minimum spending commitment of C$10 million per year over a three-year period (see press release dated November 28, 2023, for more details).
Marc-André Pelletier, President and CEO commented: “Progress at the Phoenix JV is well underway, with geophysical surveys, mapping, and soil sampling currently in progress. These initiatives, combined with a 15,000 meter drill program scheduled to begin in August, offer promising potential for new discoveries at the Phoenix JV, particularly at the Gladiator NE-Titan targets where near surface economic values have been intercepted before. We look forward to continuing our collaboration with Gold Fields as we work to advance Quebec’s newest emerging gold camp.”
2025 Exploration Program updates
To date, over 65,000 meters (“m”) have been drilled, with approximately C$20 million invested in the Project under the JV Agreement. The current work includes two gravity surveys, one airborne and one ground base, as well as field activities such as soil sampling, prospecting and mapping of outcrops and review of historical trenches. Gold Fields is currently preparing a 15,000 m drill program, with final target selection subject to internal review and prioritization. Several promising targets have already been identified, based on historical gold showings, previous drill results, and geophysical survey data (see Figure 1). Gold Fields intends to deploy three drill rigs, primarily focused along the Barry Shear Zone at the Gladiator NE and Titan targets. The program will also explore additional areas including Duke NE, Chanceux, the Tourmaline Ridge Extension, Rouleau Till, and Cominco. Some of these targets exhibit multiple mineralized indicators, several of which show economically significant values. Additionally, field work combined with a gravity airborne survey is ongoing. The 2025 exploration program will generate new targets once the results are analyzed later this year.
Figure 1 – Phoenix JV Project – Surface Plan View with Completed Drill holes, Historical Drill Hole Assay Results and 2025 Drill Target Areas
Gladiator NE and Titan targets The Gladiator NE sector, including the Titan target, is crossed by the Barry Deformation Zone, hosts to the Gladiator deposit which contains 0.39 million ounces of Measured and Indicated Mineral resources and 0.99 million ounces of Inferred Mineral resources, as reported in the 2021 mineral resource estimate (“2021 MRE”). Titan’s previous drill hole BA-18-116 returned an intersection of 12.4 g/t Au over 5.3 m and drill hole BRS 17-11 returned 7.7 g/t over 3.0 m, including 23.2 g/t over 1.0m (see Bonterra’s press release dated November 20, 2018, and January 21, 2019), confirming the discovery potential along the Barry fault (see Figure 2). The geological setting is similar to that of Gladiator deposit, with gabbroic sills and felsic intrusions associated with gold mineralization.
Figure 2 – Phoenix JV Project – Longitudinal View of Gladiator deposit and Titan target area
Qualified Person
M. Donald Trudel, P.Geo. (OGQ # 813), Director Geology for the Company, has reviewed and approved the technical information contained in this press release. Mr. Trudel is a qualified person as defined by National Instrument 43-101 on standards of disclosure for mineral projects.
ABOUT BONTERRA
Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The Company’s assets include the Gladiator, Barry, Moroy, and Bachelor gold deposits, which collectively hold 1.24 million ounces in Measured and Indicated categories and 1.78 million ounces in the Inferred category. In November 2023, the Company entered into an earn-in and joint venture agreement with Osisko Mining Inc. for the Urban-Barry properties (the “JV Agreement”), which include the Gladiator and Barry deposits. In October 2024, Gold Fields Ltd, through a wholly owned Canadian subsidiary, completed the acquisition of Osisko Mining for C$2.16 billion. Gold Fields is now the counterparty to the JV Agreement and can continue to earn a 70% interest in the joint venture by incurring C$30 million in work expenditures until November 2026 (including expenditures incurred by Osisko Mining prior to October 2024). This strategic transaction highlights Bonterra’s dedication to advancing its exploration assets, marking a significant step towards development.
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.
Caution regarding forward-looking statements
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 ability and timing of the parties to complete the Joint Venture (if at all), whether the work expenditures would be incurred as contemplated in the Agreement (or at all), the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in the Company’s 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.
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 – June 30, 2025 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce the closing of its previously announced “best efforts” private placement (the “Offering”) for gross proceeds of $10,500,000, selling (i) 22,727,272 “hard-dollar” units of the Company (“HD Units”) at a price of $0.22 per HD Unit (the “HD Issue Price”); (ii) 14,583,333 “flow-through” units of the Company (“FT Units”) at a price of C$0.24 per FT Unit; and (iii) 6,557,377 “flow-through” units of the Company (“Premium FT Units” and, together with the HD Units and the FT Units, the “Offered Units”) at a price of C$0.305 per Premium FT Unit. Under the Offering, Canaccord Genuity Corp. (the “Lead Agent”) acted as lead agent and sole bookrunner on behalf of a syndicate of agents that included Cormark Securities Inc. and SCP Resource Finance LP (collectively, the “Agents”). Each Unit consists of one common share of the Company (each, a “Unit Share”) and one half of a common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each FT Unit and each Premium FT Unit consists of one common share of the Company (each, a “FT Share”) and one half of a Warrant. The FT Shares and Warrants comprising the FT Units and Premium FT Units will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). Each Warrant (including those Warrants comprising the FT Units and Premium FT Units) entitles the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.30 at any time on or before June 30, 2028.The Warrant Shares will not qualify as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act. The Offered Units were sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 (“NI 45-106”). The Offered Units are immediately freely tradeable under applicable Canadian securities legislation for Canadian purchasers. The Offering is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including final approval of the TSX Venture Exchange. The Company intends to use the net proceeds from the Offering to fund ongoing operations for the next twelve (12) months, all as further detailed in the Offering Document. The net proceeds from the sale of the HD Units will be used for general corporate and administrative matters. The gross proceeds from the sale of FT Units and Premium FT Units will be used by the Company pursuant to the provisions in the Tax Act to incur eligible “Canadian exploration expenses” as defined in s. 66.1(6) of the Tax Act that qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act and to renounce all such expenditures in favour of the subscribers of the FT Units and Premium FT Units effective December 31, 2025. In connection with the Offering, the Company paid to the Agents an aggregate cash commission of $602,946.39 and issued to the Agents an aggregate of 2,509,108 broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one common share of the Company at the HD Issue Price until June 30, 2027. Insiders of the Company directly or indirectly acquired 6,557,377 Offered Units. The issuance of Offered Units to insiders is considered 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 exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company’s market capitalization. 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 sold in the Offering 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 unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act. 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. Forward-looking statements made in this news release include statements regarding the proposed use of proceeds of the Offering. 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, with respect to the Offering, the timing of final TSX Venture Exchange approval; and with respect to the use of proceeds, the sufficiency of the proceeds, the speculative nature of mineral exploration and development, fluctuating commodity prices, and competitive conditions, 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.
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 – June 13, 2025 – Bonterra Resources Inc. (TSX-V: BTR, OTCQX: BONXF, FSE: 9BR2) (“Bonterra” or the “Company”) is pleased to announce that due to strong market demand, it has agreed with its agents Canaccord Genuity Corp. (lead agent and sole-bookrunner) (“Canaccord Genuity”), Cormark Securities Inc. and SCP Resource Finance LP (together with Canaccord Genuity, the “Agents”), to increase the size of its previously announced brokered “best efforts” private placement. As a result of this amendment, the offering will now consist of of (i) up to 22,727,272 “hard-dollar” units of the Company (“HD Units”) at a price of $0.22 per HD Unit (the “HD Issue Price”); (ii) up to 14,583,333 “flow-through” units of the Company (“FT Units”) at a price of C$0.24 per FT Unit; and (iii) up to 6,557,377 “flow-through” units of the Company (“Premium FT Units” and, together with the HD Units and the FT Units, the “Offered Securities”) at a price of C$0.305 per Premium FT Unit, for aggregate for gross proceeds of up to approximately $10,500,000 pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”). The Agents will no longer have the previously disclosed “Agents’ Option” to increase the size of the Offering prior to the Closing Date. Each HD 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 $0.30 for a period of three years from the date of issuance. Each FT Unit and Premium FT Unit will consist of one Share and one half Warrant, each of which will qualify as a “flow-through share” (within the meaning of subsection 66(15) of the Income Tax Act (Canada). For certainty, the proceeds from the exercise of the Warrants will not be flow-through eligible. There is an amended and restated offering document, dated June 13, 2025, relating to the Offering (the “Offering Document”) that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.btrgold.com. Prospective investors in the Offering should read the Offering Document before making an investment decision. Completion of this Offering will occur on June 30, 2025 or on such date as may be agreed upon by the Company and Canaccord Genuity (the “Closing Date”). Closing of the Offering is subject to certain customary conditions including receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Offered Securities issued pursuant to the Offering will not be subject to any hold periods pursuant to applicable Canadian securities laws. The Company intends to use the net proceeds from the Offering to fund ongoing operations for the next twelve (12) months, all as further detailed in the Offering Document. The net proceeds from the sale of the HD Units will be used for general corporate and administrative matters. The gross proceeds from the sale of FT Units and Premium FT Units will be used by the Company pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act”), to incur eligible “Canadian exploration expenses” as defined in s. 66.1(6) of the Tax Act that qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units and Premium FT Units effective December 31, 2025. 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 to be sold in the Offering 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 unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act.
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. Forward-looking statements made in this news release include statements regarding tax treatment of the securities, regulatory approval, anticipated completion of the Offering, and the proposed use of proceeds of the Offering. 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, with respect to the Offering, the conditions of the financial markets, availability of financing, timeliness of completion of the Offering, and the timing of TSX Venture Exchange approval; and with respect to the use of proceeds, the sufficiency of the proceeds, the speculative nature of mineral exploration and development, fluctuating commodity prices, and competitive, as described in more detail in our recent securities filings available at www.sedarplus.ca, including the Offering Document. 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.
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 – June 12, 2025 – 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 Canaccord Genuity Corp. to act as lead agent and sole-bookrunner (“Canaccord Genuity”) on behalf of a syndicate of agents including Cormark Securities Inc. and SC Resource Finance LP (together with Canaccord Genuity, the “Agents”), in connection with a brokered “best efforts” private placement of (i) up to 20,454,545 “hard-dollar” units of the Company (“HD Units”) at a price of $0.22 per HD Unit (the “HD Issue Price”); (ii) up to 2,083,333 “flow-through” units of the Company (“FT Units”) at a price of C$0.24 per FT Unit; and (iii) up to 6,557,377 “flow-through” units of the Company (“Premium FT Units” and, together with the HD Units and the FT Units, the “Offered Securities”) at a price of C$0.305 per Premium FT Unit, for aggregate for gross proceeds of up to approximately $7,000,000 pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) as amended by Coordinated Blanket Order 45-935, in each of the Provinces of Canada (the “Offering”). The Offered Securities issued to Canadian resident subscribers will not be subject to a hold period pursuant to applicable Canadian securities laws. The Company has granted the Agents an option (the “Agents’ Option”) to sell additional Offered Securities for up to 15% of the number of securities sold in connection with the Offering. The Agents’ Option is exercisable in whole or in part at any time, up to the Closing Date (as defined below) and can be exercised for HD Units, FT Units or Premium FT Units or any combination thereof. Each HD 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 $0.30 for a period of three years from the date of issuance. Each FT Unit and Premium FT Unit will consist of one Share and one half Warrant, each of which will qualify as a “flow-through share” (within the meaning of subsection 66(15) of the Income Tax Act (Canada). For certainty, the proceeds from the exercise of the Warrants will not be flow-through eligible. There is an offering document relating to the Offering (the “Offering Document”) that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.btrgold.com. Prospective investors in the Offering should read the Offering Document before making an investment decision. Completion of this Offering will occur June 30, 2025 or on such date as may be agreed upon by the Company and Canaccord Genuity (the “Closing Date”). Closing of the Offering is subject to certain customary conditions including receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Offered Securities issued pursuant to the Offering will not be subject to any hold periods pursuant to applicable Canadian securities laws. The Company intends to use the net proceeds from the Offering to fund ongoing operations for the next twelve (12) months, all as further detailed in the Offering Document. The net proceeds from the sale of the HD Units will be used for general corporate and administrative matters. The gross proceeds from the sale of FT Units and Premium FT Units will be used by the Company pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act”), to incur eligible “Canadian exploration expenses” as defined in s. 66.1(6) of the Tax Act that qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act (or would so qualify if the references to “before 2026” in paragraph (a) of the definition of “flow through mining expenditure” in subsection 127(9) of the Tax Act were read as “before 2027” and the references in paragraphs (c) and (d) of that definition to “before April 2025” were read as “before April 2026”) (the “Qualifying Expenditures”) related to the Company’s projects, on or before December 31, 2026 (or such other period as may be permissible under applicable tax legislation), and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units and Premium FT Units effective December 31, 2025.
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 to be sold in the Offering 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 unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. “United States” and “U.S. person” have the meaning ascribed to them in Regulation S under the 1933 Act.
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. Forward-looking statements made in this news release include statements regarding tax treatment of the securities, regulatory approval, anticipated completion of the Offering, and the proposed use of proceeds of the Offering. 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, with respect to the Offering, the conditions of the financial markets, availability of financing, timeliness of completion of the Offering, and the timing of TSX Venture Exchange approval; and with respect to the use of proceeds, the sufficiency of the proceeds, the speculative nature of mineral exploration and development, fluctuating commodity prices, and competitive, as described in more detail in our recent securities filings available at www.sedarplus.ca, including the Offering Document. 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.
