Mr. Marc-Andre Pelletier reports

BONTERRA ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF FLOW-THROUGH UNITS

Bonterra Resources Inc. has closed a non-brokered private placement pursuant to which the company sold 2,722,391 flow-through units of the company at a price of 40 cents per FT unit for gross proceeds of $1,088,956.40. Each FT unit consists of one common share of the company and one-half of one common share purchase warrant. The FT shares and warrants comprising the FT units will qualify as flow-through shares within the meaning of the Income Tax Act (Canada) and the Taxation Act (Quebec). Each warrant entitles the holder to purchase one common share of the company at a price of 31 cents at any time on or before Dec. 12, 2026.

The FT shares and warrants are subject to a four-month restricted period in Canada ending on April 13, 2025. The offering is subject to certain conditions including, but not limited to, receipt of all required regulatory approvals including final approval of the TSX Venture Exchange. No finders' fees were paid in connection with the offering.

Marc-Andre Pelletier, president and chief executive officer, commented: "We are thrilled to have Sidex, a mineral exploration investment fund, and Wexford Capital, a long-time Bonterra shareholder, participate in this offering. This investment will enable us to leverage Vrify's AI tools and the 2023 to 2024 exploration work at our 100-per-cent-owned Desmaraisville property, which hosts the Bachelor mill, to identify new targets that will form the basis of a follow-up drill program aimed at identifying a new deposit."

Andre Laferriere, investment manager at Sidex, commented: "This investment reaffirms Sidex's commitment to promoting innovation in mineral exploration in Quebec. We believe the application of new technologies, such as artificial intelligence, could benefit the targeting process in more mature exploration projects."

The gross proceeds from the sale of FT units will be used by the company to incur expenses described in paragraph (f) of the definition Canadian exploration expense (CEE) in Subsection 66.1(6) of the Income Tax Act (Canada) and paragraph (c) of the definition of CEE in Section 395 of the Taxation Act (Quebec) (the QTA). Purchasers of FT units resident in the province of Quebec will, in accordance with applicable provisions of the QTA, be eligible for an additional 20-per-cent deduction for Quebec tax purposes.

Insiders of the company directly or indirectly acquired 548,478 FT units. The issuance of FT units to insiders is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

About Bonterra Resources Inc.

Bonterra is a Canadian gold exploration company with a portfolio of advanced exploration assets anchored by a central milling facility in Quebec, Canada. The company's assets include the Gladiator, Barry, Moroy and Bachelor gold deposits, which collectively hold 1.24 million ounces in the measured and indicated categories and 1.78 million ounces in the inferred category.

In November, 2023, the company entered into an earn-in and a joint venture agreement with Osisko Mining Inc. for the Urban-Barry properties, which include the Gladiator and Barry deposits. In August, 2024, Gold Fields announced the acquisition of Osisko Mining for $2.16-billion. Over the next three years, Osisko Mining (now Gold Fields) can earn a 70-per-cent interest by incurring $30-million in work expenditures until November, 2026. This strategic transaction highlights Bonterra's dedication to advancing its exploration assets, marking a significant step toward development.

We seek Safe Harbor.