BonTerra Resources Inc. Announces Amendment to the Financing With The MineralFields Group
The Company has agreed to pay Limited Market Dealer Inc. ("LMD") a cash finder's fee equal to 5% of the gross proceeds from the offering of the units, and agreed to grant options equal to 10% from the offering of the units. Each option entitles LMD to purchase one unit of the Company at a price of $0.10 per unit for a period of two years with each unit consisting of one Common Share and one non-transferable warrant, each warrant of which entitles the finder to purchase one Common Share at a price of $0.17 per share for a period of two years from the date of issue. Previously, the Company announced that the options to purchase a unit would be for $0.12 per option.
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 of the offering.
The Company plans to use the proceeds from the private placement to conduct exploration activities on its Quebec properties.
The closing of the private placement is subject to approval from the TSX Venture Exchange Inc. In addition, there are numerous risks, some of which are set out below, that may affect the ability of the Company to close the private placement. The Company cannot provide any assurance that the private placement will close, or that the terms set out above will not be altered prior to the closing date.
About MineralFields, Pathway and First Canadian Securities (r)
MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities (r) (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities (r).
In addition, the Company is not proceeding with the previously announced contract with MI3 Communications Financières Inc., of Montreal, Quebec.
ON BEHALF OF THE BOARD
BONTERRA RESOURCES INC.
Mitchell Adam
President, Director
For further information contact:
Mitchell Adam
mitchellgadam@shaw.ca
www.bonterraresources.com
Tel: (604) 669-9330
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's ability to close the private placement. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. 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. 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 private placement, or on the terms set out above, (2) a downturn in general economic conditions in North America and internationally, and (3) inability to obtain Exchange approval of the private placement. 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 security regulators.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
BonTerra Grants Options
ON BEHALF OF THE BOARD
BONTERRA RESOURCES INC.
/s/ Mitchell Adam
Mitchell Adam
President, Director
For further information contact:
Mitchell Adam
mitchellgadam@shaw.ca
www.bonterraresources.com
Tel: (604) 669-9330
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.
Bonterra Cancels Options
- 800,000 shares at $0.15 per share set to expire December 24, 2012; and
- 300,000 shares at $0.20 per share set to expire March 16, 2013.
ON BEHALF OF THE BOARD
BONTERRA RESOURCES INC.
/s/ Mitchell Adam
Mitchell Adam
President, Director
For further information contact:
Mitchell Adam
mitchellgadam@shaw.ca
www.bonterraresources.com
Tel: (604) 669-9330
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of BonTerra such as the statement that: (i) the closing of the transaction may occur; and (ii) the combination creates the opportunity to develop a sustainable and profitable mining operation within a low-risk political jurisdiction. There are numerous risks and uncertainties that could cause actual results and BonTerra's plans and objectives to differ materially from those expressed in the forward-looking information, including (i) the inability to close the transaction for any reason; (ii) the inability to close the financing; (iii) the inability to obtain exchange approval (iv) a continued downturn in general economic conditions; (v) decreased demand for minerals and lower mineral prices; (vi) the inherent uncertainties and speculative nature associated with mineral exploration; (vii) any number of events or causes which may delay or cease exploration and development of BonTerra's property interests; (viii) the risk that BonTerra does not execute its business plan; (ix) inability to finance operations and growth; and (x) other factors beyond BonTerra's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, BonTerra assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
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 Arranges Private Placement And Engages Investor Relations Firm
Each FT Unit will consist of one flow-through common share and one transferable share purchase warrant, each warrant exercisable into one non flow-through common share for a period of two years at a price of $0.20 per share.
Each NFT Unit will consist of one non flow-through common share and one transferable share purchase warrant, each warrant exercisable into an additional non flow-through common share for a period of two years at a price of $0.17 per share.
Finders' fees will be payable on part or the whole of the placements, pursuant to the policies of the TSX Venture Exchange.
The Company also announces that, subject to regulatory approval, it has retained MI3 Communications Financières Inc., of Montreal, Quebec, to provide investor relations services. MI3 will communicate with private retail and institutional investors and increase visibility of the Company's projects in the financial community.
MI3 will receive compensation of $4,000 per month for a term of 12 months starting June 1, 2010, as well as 300,000 incentive stock options under the Company's stock option plan at an exercise price of $0.15 per share for five years. MI3 has advised the Company that it does not hold directly or indirectly any shares of the Company nor does it have any right to acquire any shares.
MI3 is a new age financial communication Service Company geared for today's fast paced global economy. Based in Montreal, MI3 has a general financial communications program made up of the following services: Proactive retail and Institutional (for covered public companies), Online communication, Market Intelligence, PR road show, Market making service, strategic communication, Search engine optimization, online marketing campaigns and CEO Webcasts. These services are for small, mid, and large-cap public companies trading both on U.S and Canada's capital markets throughout North America.
MI3's strength relies on its experienced team. These remarkably experienced financial professionals have, through the years, created a privileged high-value network of individuals and institutions.
The Company is also pleased to announce that Thomas Clarke MSc, Pr.Sci.Nat. has been appointed to the board of Directors. Mr. Clarke has diverse experience in mineral exploration working on gold, platinum group metal, molybdenum-tungsten deposits. He has worked as a geologist in 5 countries (Canada, South Africa, Madagascar, Russia and Guyana) and 5 Canadian provinces and territories for various public and private resource companies. Thomas has served as Chairman and CEO of Nanoose Gold from its inception. He is registered as a Qualified Person (Professional Natural Scientist-Geoscience) as per NI-43101 with the South African Council for Natural Scientific Professions. He holds a Bachelor of Science in Geography from the University of Lethbridge. Thomas also holds a Bachelor of Science (Honours) in Geology, and a Master of Science in Geology from the University of Witwatersrand in South Africa. Clarke has a balanced field and interpretive background which is critical in the exploration industry.
ON BEHALF OF THE BOARD
BONTERRA RESOURCES INC.
/s/ Mitchell Adam
Mitchell Adam
President, Director
For further information contact:
Mitchell Adam
mitchellgadam@shaw.ca
www.bonterraresources.com
Tel: (604) 669-9330
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of BonTerra such as the statement that: (i) the closing of the transaction may occur; and (ii) the combination creates the opportunity to develop a sustainable and profitable mining operation within a low-risk political jurisdiction. There are numerous risks and uncertainties that could cause actual results and BonTerra's plans and objectives to differ materially from those expressed in the forward-looking information, including (i) the inability to close the transaction for any reason; (ii) the inability to close the financing; (iii) the inability to obtain exchange approval (iv) a continued downturn in general economic conditions; (v) decreased demand for minerals and lower mineral prices; (vi) the inherent uncertainties and speculative nature associated with mineral exploration; (vii) any number of events or causes which may delay or cease exploration and development of BonTerra's property interests; (viii) the risk that BonTerra does not execute its business plan; (ix) inability to finance operations and growth; and (x) other factors beyond BonTerra's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, BonTerra assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
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 Initates Work On Lavoie North American Exploration Claims In Quebec
The recommended work program will comprise of line cutting, followed by a ground magnetic survey to test for favorable geology and to define drill targets. Lines will be cut at 100m and chained and marked with a picket every 25m. The magnetic survey will be conducted with a GSM-19 portable magnetometer. The total magnetic field intensity will be recorded every 12.5m, with a second magnetometer of the same type used to enhance weaker anomalies and highlight the geological contacts of the magnetic bodies. In total, about 200 km of line- cutting and 200 km of magnetic surveying will be carried out on the property.
President, Mitchell Adam states, "We are very encouraged with the Lavoie North American property acquisition because of its close proximity to many gold reserves. At 1.5 km to the southwest is Glen Eagle (GER) with a reserve of 564,000 tons at 6.2 g/t . To the west the Lavoie North American property it shares the boundry with Metanor (MTO) which has a gold reserve of 719,000 tons at 4.68 g/t and to the east the Lavoie property shares it boundry with Amseco/Beaufied with a reserve of 540,000 tons at 7.2 g/t. Finally, the Lavoie property north boundry it is located at 2.6 km south of Eagle Hill project. We feel that this, coupled with the geology located on the Lavoie North American property bodes well for success in locating and drilling successful targets."
The proposed geophysical survey work will be done by Mike Lavoie Exploration and Geophysique TMC, respectively, both of Val-d'Or , Quebec.
ON BEHALF OF THE BOARD
BONTERRA RESOURCES INC.
/s/ Mitchell Adam
Mitchell Adam
President, Director
For further information contact:
Mitchell Adam
info@bonterraresources.com
www.bonterraresources.com
Tel: (604) 669-9330
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of BonTerra such as the statement that: There are numerous risks and uncertainties that could cause actual results and BonTerra's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) the inability to obtain exchange approval and (ii) other factors beyond BonTerra's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, BonTerra assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
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.