Mr. Cesar Gonzalez reports

BONTERRA ANNOUNCES LAUNCH OF GUARANTEED RIGHTS OFFERING

Bonterra Resources Inc. will proceed with a guaranteed rights offering to raise gross proceeds of up to $20,418,527. The company will be offering 170,154,390 rights, under Cusip 09852X180 and ISIN CA09852X1805, to holders of its common shares at the close of business on the record date of Aug. 6, 2026, on the basis of four-fifths (0.8) of a right for each one common share held. Each whole right will entitle the holder to subscribe for one common share of the company upon payment of a subscription price of 12 cents per share. The company has filed a rights offering circular dated July 28, 2026, and a rights offering notice with respect to the rights offering under the company's profile on SEDAR+. As of the date of this news release, there are 212,692,988 shares issued and outstanding.

The full amount of the rights offering has been guaranteed by each of Wexford Catalyst Trading Ltd., Wexford Spectrum Trading Ltd. and Wexford Focused Trading Ltd. (as to 153,138,951 shares, being 90 per cent of the total rights offering) and Horizon Kinetics LLC (as to 17,015,439 shares, being 10 per cent of the rights offering). The company has entered into standby purchase agreements with each of the standby purchasers, pursuant to which the standby purchasers have agreed to purchase all of the shares issuable under the rights offering which remain unsubscribed under the basic subscription privilege and the additional subscription privilege. In consideration for the purchase commitments provided by the standby purchasers under the standby purchase agreements, the company has agreed to issue non-transferable share purchase warrants to purchase such number of shares as is equal to 1 per cent of the aggregate proceeds of the rights offering divided by 16.5 cents, at an exercise price of 16.5 cents. Accordingly, the Wexford funds are collectively expected to receive 1,113,737 bonus warrants, and Horizon is expected to receive 123,749 bonus warrants, for a total aggregate issuance of 1,237,486 bonus warrants to the standby purchasers. Each bonus warrant will be exercisable to acquire one share until the date that is five years after the closing of the rights offering, which will be Aug. 28, 2031. For greater clarity, the bonus warrants will only be issued after the rights offering has closed in consideration for the standby purchasers' commitment.

On March 23, 2026, the company obtained a bridge loan of $5-million from Wexford Capital LP, an insider and related party (as such terms are defined under applicable securities laws) of the company and the company's largest shareholder, as agent for certain funds managed by Wexford Capital, which collectively hold approximately 17.62 per cent of the outstanding shares of the company (19.9 per cent on a partially diluted basis, assuming the exercise of certain warrants held by funds managed by Wexford Capital). Additional information on the terms of the bridge loan can be found in the company's news release dated March 23, 2026, as filed under its profile on SEDAR+. The company used the bridge loan for general corporate purposes, to finance initial indemnification obligations and to incur expenditures on the Desmaraisville property required to satisfy the company's renunciation commitments under certain other flow-through share subscription agreements. The Wexford funds, which are standby purchasers for 90 per cent of the rights offering, are managed by Wexford Capital and are lenders under the bridge loan. Wexford Capital has advised the company that its managed funds intend to exercise, subject to relevant restrictions, all of their basic subscription privileges.

As further described in the circular, the proceeds of the rights offering are expected to be used to repay the bridge loan, to advance the company's mineral properties, including environmental and maintenance costs relating to its properties, to finance the indemnification of subscribers in previous flow-through financings, and for general corporate purposes.

It is expected that the rights will trade on the TSX Venture Exchange under the symbol BTR.RT commencing on Aug. 6, 2026, and will trade until 12 p.m. Eastern Time on Aug. 27, 2026, after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights under the basic subscription privilege will be entitled to subscribe for additional shares, if available as a result of unexercised rights prior to the expiry time, subject to certain limitations as set out in the circular. The company expects to close the rights offering by the end of August, 2026.

The rights will be offered to shareholders resident in: (i) all provinces and territories of Canada; and (ii) all jurisdictions outside of Canada and the United States excluding any jurisdiction that does not provide a prospectus exemption substantially similar to the exemption provided in Canada or that otherwise requires obtaining any approvals of a regulatory authority in such jurisdiction or the filing of any document by the company in such jurisdiction in connection with the rights offering.

Full details of the rights offering are set out in the circular and the notice, which are available on the company's profile on SEDAR+. The notice and accompanying rights direct registration statements will be mailed to registered shareholders in the eligible jurisdictions as of the record date. To subscribe for shares, registered shareholders must mail the completed rights DRS, together with applicable funds, to the rights depositary and subscription agent, Odyssey Trust Company, prior to the expiry time. Shareholders who hold their shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

Subject to the detailed provisions of the circular, the rights DRS will not be mailed to shareholders resident outside of the eligible jurisdictions, unless ineligible shareholders are able to establish to the satisfaction of the company that they are eligible to participate in the rights offering and provide such evidence to the company and the rights agent by Aug. 17, 2026.

Ineligible shareholders will be sent the notice, for information purposes only, together with a letter advising them that their rights will be held by the rights agent and that the rights will be issued to and held on their behalf by the rights agent until 4 p.m. Eastern Time on Aug. 17, 2026, after which time and prior to the expiry time, the rights agent will attempt to sell the rights of such ineligible shareholders represented by rights in the possession of the rights agent on such date(s) and at such price(s) as the rights agent determines in its sole discretion.The rights agent will mail cheques representing the net proceeds, without interest, from such sales, to such ineligible shareholders.

As a result of the rights offering, the exercise price and the exchange ratio of approximately 58,691,296 share purchase warrants may be subject to adjustment, in accordance with the terms of the applicable warrant indentures and warrant certificates. Any such adjustment is subject to the approval of the TSX Venture Exchange. Any exercise of any existing convertible securities by the standby purchasers (including any warrants currently held by the standby purchasers) will not result in additional rights from the rights offering. Exercises of existing convertible securities by all other shareholders after the record date will not result in additional rights from the rights offering. See the circular, available under the company's profile on SEDAR+.

As a result of Wexford Capital exercising control or direction over 10 per cent or more of the shares, the Wexford funds, which are controlled by Wexford Capital, are considered to be related parties to the company under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Under MI 61-101, related-party transactions are, with certain limited exceptions, subject to formal valuation and minority shareholder approval requirements unless exemptions from those requirements are available. The rights offering is exempt from the related-party rules under MI 61-101 by virtue of Section 5.1(k) of MI 61-101 applicable to certain rights offerings.

We seek Safe Harbor.