Bonterra launches guaranteed rights offering

Val-d'Or, Quebec--(Newsfile Corp. - July 28, 2026) - Bonterra Resources Inc. (TSXV: BTR) (OTCQX: BONXF) (FSE: 9BR2) (the " Company ") announces that it will be proceeding with a guaranteed rights offering to raise gross proceeds of up to $20,418,527. The Company will be offering 170,154,390 rights (the " Rights "), under CUSIP#09852X180 and ISIN#CA09852X1805, to holders of its common shares (the " Shareholders ") at the close of business on the record date of August 6, 2026 (the " Record Date ") on the basis of four fifths (0.8) of a Right for each one (1) common share held (the " Rights Offering "). Each whole Right will entitle 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 has filed a rights offering circular dated July 28, 2026 (the " Circular ") and a rights offering notice (the " Notice ") with respect to the Rights Offering under the Company's profile on www.sedarplus.ca . 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 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 Company has entered into standby purchase agreements (the " 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 (the " Bonus Warrants ") to purchase such number of Shares as is equal to 1% of the aggregate proceeds of the Rights Offering divided by $0.165, at an exercise price of $0.165. 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 August 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 $5,000,000 (the " Bridge Loan ") 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 LP, who collectively hold approximately 17.62% of the outstanding Shares of the Company (19.9% on a partially-diluted basis, assuming the exercise of certain warrants held by funds managed by Wexford Capital LP).

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 www.sedarplus.ca . The Company used the Bridge Loan for general corporate purposes, to fund 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% of the Rights Offering, are managed by Wexford Capital LP and are lenders under the Bridge Loan.

Wexford Capital LP 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 our mineral properties, including environmental and maintenance costs relating to our properties, fund 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 August 6, 2026 and will trade until 12:00 p.m. (Eastern time) on August 27, 2026 (the " Expiry Time "), 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) in all jurisdictions outside 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 (collectively, the " Eligible Jurisdictions ").

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+ at www.sedarplus.ca. The Notice and accompanying Rights direct registration statements (the " Rights DRS ") 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 (the " Rights Agent "), 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 (the " Ineligible Shareholders "), 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 August 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 4:00 p.m. (Eastern time) on August 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 www.sedarplus.ca . As a result of Wexford Capital LP exercising control or direction over 10% or more of the Shares, the Wexford Funds, which are controlled by Wexford Capital LP, are considered to be related parties to the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").

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. 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. FOR ADDITIONAL INFORMATION Cesar Gonzalez, Executive Chairman & Interim CEO ir@btrgold.com 2872 Sullivan Road, Suite 2, Val d'Or, Quebec J9P 0B9 819-825-8678 | Website: www.btrgold.com 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 completion of the Rights Offering, future performance of the Company, and the 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, including the receipt of regulatory approval for the Rights Offering.

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. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES To view the source version of this press release, please visit https://www.newsfilecorp.com/release/306897 Newsfile Corp. July 28, 2026 - 4:00 AM PDT News by QuoteMedia www.quotemedia.com