Bonterra Resources Inc. (TSX-V: BTR) (OTCQX: BONXF) (FSE: 9BR2) is pleased to announce that it has closed the previously announced brokered private placement for gross proceeds of $31,962,910.
Pursuant to the Offering, Bonterra issued (a) 7,385,000 units of the Company at a price of $2.50 per Unit for gross proceeds of $18,462,500, (b) 2,166,670 flow-through units of the Company at a price of $3.00 per FT Unit for gross proceeds of $6,500,010, and (c) 1,628,000 super flow-through units of the Company at a price of $4.30 per Super FT Unit for gross proceeds of $7,000,400.
Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant is transferrable and entitles the holder to acquire one common share of the Company until August 20, 2021 at price of $3.10 per common share.
Each FT Unit consists of one common share of the Company issued on a flow-through basis and one-half of one Warrant.
Each Super FT Unit consists of one common share of the Company issued on a flow-through basis that will also qualify for the two 10% enhancements under section 726.4.9 and section 718.104.22.168 of the Quebec Taxation Act and one-half of one Warrant.
Sprott Capital Partners LP acted as lead agent on behalf of a syndicate of agents which included PI Financial Corp., RBC Dominion Securities Inc. and Haywood Securities Inc. In connection with the Offering, the Agents received 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 Units and Super FT Units 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 net proceeds from the Units sold will be used for on-going exploration and development work on the Company properties and for general corporate purposes. The securities to be issued under the Offering will be subject to a hold period of four months and one day from the date of issue in accordance with applicable securities laws. The Offering is subject to final approval of the TSX Venture Exchange.
An insider (as such term is defined under applicable securities law) of the Company, Kirkland Lake Gold Ltd. has subscribed for 372,000 Units under the Offering. This Kirkland Subscription constitutes a “related party transaction” within the meaning of the TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of the Kirkland Subscription. Kirkland’s participation in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of Kirkland’s Subscription pursuant to a material change report filed at least 21 days prior to the completion of the Offering.
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