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Bonterra Resources closes US$32 million private placement

Published by , Assistant Editor
Global Mining Review,

Bonterra Resources Inc. (Bonterra) has closed the previously announced  brokered private placement for gross proceeds of US$31 962 910 (the Offering).

Pursuant to the Offering, Bonterra issued (a) 7 385 000 units of the company (the Units) at a price of US$2.50 per Unit for gross proceeds of US$18 462 500, (b) 2 166 670 flow-through units of the company (the FT Units) at a price of US$3.00 per FT Unit for gross proceeds of US$6 500 010, and (c) 1 628 000 super flow-through units of the company (the Super FT Units) at a price of US$4.30 per Super FT Unit for gross proceeds of US$7 000 400.

Each Unit consists of one common share of the company and one-half of one common share purchase warrant (each whole common share purchase warrant, a Warrant). Each Warrant is transferrable and entitles the holder to acquire one common share of the company until 20 August 2021 at price of US$3.10 per common share.

Each FT Unit consists of one common share of the Company issued on a flow-through basis (a FT Unit Share) 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 726.4.17.1 of the Quebec Taxation Act (a Super FT Unit Share) 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. (collectively, the Agents). 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. (Kirkland), has subscribed for 372 000 Units under the Offering (the Kirkland Subscription).  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 (MI 61-101). 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 finalised 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.

Bonterra also wishes to correct an omission relating to a private placement completed in November 2018 (see press release dated 8 November 2018 for details of the private placement) as the company did not announce the second tranche closing which took place on 14 November 2018. Pursuant to this second tranche, the company issued an additional 30 300 common shares at a price of US$3.30 each for gross proceeds of US$99 990, bringing the total gross proceeds of such private placement to US$21 917 090. 

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