BTR: Bonterra Announces Proposed $2,000,000 Non-Brokered Private Placement

BTR: Bonterra Announces Proposed $2,000,000 Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA, Nov. 23, 2010 (Marketwire) — BonTerra Resources Inc. (TSX VENTURE:BTR) (FRANKFURT:9BR) (the “Company”) is pleased to announce that it has arranged for a non-brokered private placement (the “Offering”) of 4,000,000 units of the Company (the “Units”) at $0.50 per Unit. Each Unit will consist of one (1) flow-through common share in the capital of the Company and one (1) non flow-through share purchase warrant of the Company (each, a “Unit Warrant”). Each Unit Warrant is exercisable into one (1) non flow-through common share in the capital of the Company (each, a “Common Share”) at an exercise price of $0.75 per Common Share for a period of two (2) years from the closing date of the Offering (the “Closing Date”).

The Company is expected to pay a finder (the “Finder”) a cash finder’s fee equal to 5% of the gross proceeds from the Offering, and to grant stock options to the Finder equal to 10% of the number of Units sold under the Offering (each, an “Option”), in connection with the closing of the Offering. Each Option entitles the Finder to purchase one (1) unit of the Company (each, a “Finder’s Unit”) at a price of $0.50 per Finder’s Unit for a period of two years from the Closing Date. Each Finder’s Unit will consist of one (1) Common Share and one non-transferable share purchase warrant (each, a “Finder’s Unit Warrant”). Each Finder’s Unit Warrant entitles the holder thereof to purchase one (1) additional Common Share at a price of $0.75 per Common Share for a period of two (2) years from the Closing Date.

All of the securities to be issued by the Company in connection with this Offering will be subject to a hold period, which expires four months and a day after the Closing Date.

The Company plans to use the proceeds from the Offering to further explore its properties in Quebec.

The closing of the Offering is subject to approval from the TSX Venture Exchange (“TSXV”). In addition, there are numerous risks, some of which are set out below, that may affect the ability of the Company to close the Offering. The Company cannot provide any assurance that the Offering will close, or that any terms set out above will not be altered prior to the closing date of the Offering.

ON BEHALF OF THE BOARD

BONTERRA RESOURCES INC.

Mitchell Adam, President, Director

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company’s ability to close the Offering. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, and in this news release include: (i) the Company has arranged for a non-brokered private placement of 4,000,000 Units; (ii) the Company is expected to pay the Finder a cash finder’s fee equal to 5% of the gross proceeds of the Offering and to grant Options equal to 10% of the number of Units sold under the Offering; and (iii) the Company plans to use the proceeds from the Offering to further explore its properties in Quebec. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect, wholly or partially. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forwardlooking statements, including: (1) the inability to close the Offering, or on the terms set out above or at all, (2) a downturn in general economic conditions in North America or internationally, and (3) inability to obtain approval from the TSXV for the Offering. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements. Additional information about these and other assumptions, risks and uncertainties are set out in the “Risks and Uncertainties” section in the Company’s MD&A filed with Canadian securities regulators.

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.

BonTerra Resources Inc. President, Director (604) 669-9330 mitchellgadam@shaw.ca www.bonterraresources.com

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