Bonterra Announces Launch of Guaranteed Rights Offering
Bonterra secures $20.4m guaranteed rights offering to clear cra liabilities and fund exploration.
Bonterra Resources Inc. (BTR) announced a guaranteed rights offering designed to raise gross proceeds of up to $20,418,527. The offering consists of 170,154,390 Rights issued at a ratio of 0.8 Rights per common share, with a subscription price of $0.12 per share.
Standby purchasers Wexford Funds and Horizon Kinetics LLC have agreed to guarantee 90% and 10% of the offering, respectively, and will purchase any unsubscribed shares. In exchange, these purchasers will receive non-transferable bonus warrants equal to 1% of the aggregate proceeds divided by $0.165, which expire in August 2031.
The proceeds from the offering are designated to repay the $5,000,000 bridge loan from Wexford Capital LP, advance mineral properties, indemnify subscribers in previous flow-through financings, and fund general corporate purposes. Trading for Rights (BTR.RT) commences August 6, 2026, and expires August 27, 2026. Closing is expected by the end of August 2026.
Bonterra Resources Inc. (BTR) is undertaking a financing to address severe liquidity constraints and a working capital deficiency of $11.7 million, while simultaneously retiring a $5 million insider bridge loan. The proceeds are explicitly allocated to indemnify subscribers for the Canada Revenue Agency’s proposed $11.05 million reclassification of flow-through CEE, mitigating a $14.7 million provision recorded in fiscal year 2025.
The offering carries a subscription price of $0.12, representing approximately a 29% discount to the recent trading range of $0.16 to $0.17. While this pricing structure is standard for rights offerings, it introduces significant dilution, resulting in an approximately 80% increase in shares outstanding post-closing. The guaranteed nature of the offering by Wexford, the largest shareholder, and Horizon Kinetics signals strong insider confidence and removes execution risk regarding capital raising. Given the company's going concern flag, negative cash flows, and prior tax audit disclosures, this capital raise was highly anticipated and serves as a necessary, incremental step to sustain operations.
Bonterra Resources Inc. (BTR) operates in the Urban-Barry Camp of the Northeast Abitibi Greenstone Belt in Québec, Canada. The company holds a Phoenix Joint Venture, a 50/50 partnership with Gold Fields, which encompasses the Barry and Gladiator deposits. Gold Fields holds the right to earn a 70% interest by spending $30M by November 2026.
The company also owns the Desmaraisville South Project, which includes the Bachelor and Moroy deposits. The historic Bachelor Mill, with a capacity of 800 tpd, is on care and maintenance, with permitting underway to expand capacity to 1,800 tpd.
Mineral resources across the joint venture include 1.63 moz Measured & Indicated and 2.17 moz Inferred. The Bachelor and Moroy deposits hold 228 koz M&I at 3.98 g/t Au, all within 900m of the mill. The Barry Deposit has active mining lease permits allowing for 1.2M tonnes of extraction. Historical production from the site yielded approximately 44,000 oz Au between 2008 and 2010.