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Bonterra to raise $10 million through Private Placement of Flow-Through Shares

Sep 28, 2021

Bonterra Resources Inc. has entered into an agreement with Cormark Securities Inc. to act as lead agent, on its own behalf and on behalf of a syndicate of agents, in connection with a “best efforts” private placement to raise gross proceeds of $10,143,000, through the issuance of 6,900,000 common shares of the Company issued on a flow-through basis at a price of $1.47 per FT Share.
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 up 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) and under section 359.1 of the Taxation Act (Quebec) (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 FT Shares.  In addition, with respect to Québec resident subscribers who are eligible individuals under the Taxation Act (Québec), the Canadian exploration expenses will also qualify for inclusion in the “exploration base relating to certain Québec exploration expenses” within the meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the “exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses” within the meaning of section 726.4.17.2 of the Taxation Act (Québec). 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 October 19, 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.

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