Bonterra Announces Closing of Guaranteed Rights Offering
Val-d'Or, Quebec--(Newsfile Corp. - August 31, 2026) - Bonterra Resources Inc. (TSXV: BTR) (OTCQX: BONXF) (FSE: 9BR2)(the "Company") is pleased to announce that it has closed its previously announced guaranteed rights offering (the "Rights Offering") for aggregate gross proceeds of $20,418,526.68. The Company issued 170,154,390 rights (the "Rights"), to holders of its common shares at the close of business on the record date of August 6, 2026 on the basis of four fifths (0.8) of a Right for each one (1) common share held. Each whole Right entitled the holder to subscribe for one common share of the Company (a "Share") upon payment of a subscription price of $0.12 per Share. The Company filed a rights offering circular dated July 28, 2026 (the "Circular") with respect to the Rights Offering under the Company's profile on www.sedarplus.ca.
The Company received subscriptions for 92,389,969 Shares pursuant to the basic subscription privilege and 29,786,306 Shares pursuant to the additional subscription privilege.
The full amount of the Rights Offering was guaranteed by each of Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited and Wexford Focused Trading Limited (collectively, the "Wexford Funds") (as to 153,138,951 Shares, being 90% of the total Rights Offering) and Horizon Kinetics LLC (as to 17,015,439 Shares, being 10% of the Rights Offering) ("Horizon", and together with the Wexford Funds, the "Standby Purchasers"). The Wexford Funds are funds managed by Wexford Capital LP ("Wexford"). The Company entered into standby purchase agreements on July 27, 2026 (the "Standby Purchase Agreements") with each of the Standby Purchasers, pursuant to which the Standby Purchasers agreed to purchase all of the Shares issuable under the Rights Offering which remained unsubscribed under the basic subscription privilege and the additional subscription privilege. As a result, a total of 43,180,303 Shares were issued to the Wexford Funds (being 90% of the unsubscribed Rights) and 4,797,811 Shares were issued to Horizon (being 10% of the unsubscribed Rights). The total number of Shares issued under the Rights Offering was 170,154,389 Shares, being the maximum Shares issuable under the Rights Offering adjusted for fractional issuances. Following the closing of the Rights Offering, the Company has 382,847,377 Shares issued and outstanding.
To the knowledge of the Company, after reasonable inquiry, directors, officers, employees and insiders of the Company, excluding the Wexford Funds and Horizon, exercised subscription privileges, including subscription privileges associated with additional rights acquired in the market, and purchased approximately 500,000 Shares under the Rights Offering, representing total subscription proceeds of approximately $60,000. To the knowledge of the Company, after reasonable inquiry, no person became a new shareholder holding more than 10% of the Shares upon closing of the Rights Offering.
To the knowledge of the Company, funds managed by Wexford fully exercised their basic subscription privilege to purchase 29,981,725 Shares and did not exercise its additional subscription privilege. Wexford's total subscription under the Rights Offering, being subscriptions under the basic subscription privilege and take-up by the Wexford Funds under the Standby Purchase Agreement, was for 73,162,028 Shares. With the completion of the Rights Offering, Wexford currently owns or controls, directly or indirectly, approximately 110,639,186 Shares, representing 28.90% of the Company's issued and outstanding Shares on an undiluted basis, and 9,916,664 Share purchase warrants (including Bonus Warrants as defined herein), representing 30.69% of the Company's Shares on a partially diluted basis.
To the knowledge of the Company, Horizon did not exercise its basic subscription privilege or additional subscription privilege. Horizon's total subscription under the Rights Offering, being its take-up under the Standby Purchase Agreement, was for 4,797,811 Shares. With the completion of the Rights Offering, Horizon currently owns or controls, directly or indirectly, approximately 6,517,266 Shares representing 1.70% of the Company's issued and outstanding Shares on an undiluted basis, and 723,749 Share purchase warrants (including Bonus Warrants as defined herein), representing 1.89% of the Company's Shares on a partially diluted basis.
In consideration for the purchase commitments provided by the Standby Purchasers under the Standby Purchase Agreements, the Company has issued non-transferable share purchase warrants (the "Bonus Warrants") to the Standby Purchasers. The Wexford Funds collectively received 1,113,737 Bonus Warrants, and Horizon received 123,749 Bonus Warrants, for a total aggregate issuance of 1,237,486 Bonus Warrants, to the Standby Purchasers. The Circular had disclosed that the Bonus Warrants would expire on August 28, 2031, being that date that is five years after the expected closing date of the Rights Offering of August 28, 2026 (the "Closing Date"). However, as the Closing Date was extended to August 31, 2026, each Bonus Warrant is now exercisable to acquire one Share at an exercise price of $0.165 per Share until August 31, 2031. Bonus Warrants were issued to the Standby Purchasers pursuant to the prospectus exemption provided in Section 2.1.1 of National Instrument 45-106 - Prospectus Exemption.
The net proceeds of the Rights Offering will be used in the manner disclosed in the Circular, a copy of which is available on the Company's SEDAR+ profile at www.sedarplus.ca.
The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons or any persons within the United States absent registration or available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 'United States' and 'U.S. person' are as defined in Regulation S under the U.S. Securities Act.
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, but are not limited to, statements with respect to the use of proceeds of the Rights Offering and Company's plans and exploration programs for its mineral properties, including the timing of such plans and programs.
In making these statements, management has relied on a number of assumptions. 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. 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.
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Source: Bonterra Resources Inc.
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