VANCOUVER, Sept. 24, 2018 /CNW/ - BONTERRA RESOURCES
INC. ("Bonterra") (TSXV: BTR) (US: BONXF) (FSE: 9BR1) and METANOR RESOURCES INC. ("Metanor") (TSXV: MTO) are pleased to
announce the closing today of their respectively announced plan of arrangements (the "Bonterra Arrangement" and the
"Metanor Arrangement").
Pursuant to the Metanor Arrangement, Bonterra acquired all of the outstanding common shares of Metanor (the "Metanor
Shares"). Each Metanor Share was exchanged for 1.6039 common shares of Bonterra. Each outstanding option to
acquire Metanor Shares was exchanged for an option to acquire 1.6039 common shares of Bonterra. Bonterra is pleased to have
appointed Mr. Greg Gibson and Ms. Christina Ouellette, both
directors of Metanor, to the Bonterra board upon completion of the Metanor Arrangement. Mr. Joseph
Meagher has resigned as a director of Bonterra but remains as Chief Financial Officer of Bonterra.
Pursuant to the Bonterra Arrangement, Bonterra spun out certain assets, including the Larder Lake Property and approximately
$7 million in cash, into a newly-incorporated exploration company, Gatling Exploration Inc.
("Gatling").
Metanor and Bonterra held special meetings of their shareholders and optionholders on September
18, 2018. The shareholders and optionholders voted overwhelmingly in favour of the special resolution approving the
Metanor Arrangement, in the case of the Metanor special meeting, and the Bonterra Arrangement, in the case of the Bonterra
special meeting.
The Metanor Arrangement received final approval of the Superior Court of Quebec on
September 21, 2018 and the Bonterra Arrangement received final approval of the British Columbia
Supreme Court on September 20, 2018. The TSX Venture Exchange ("TSX-V") is expected to
provide final approval of both the Metanor Arrangement and the Bonterra Arrangement on September 24,
2018.
Under the Bonterra Arrangement, Bonterra shareholders of record at the close of business on Friday,
September 21, 2018, received one common share of Gatling for every seven common shares of Bonterra held.
With the completion of the Arrangement, Metanor Shares are expected to be de-listed effective at the closing of the market on
September 25, 2018. The shareholders of Metanor, at the time of the de-listing of the Metanor
shares will be eligible to receive the Bonterra common shares. As shareholders of Metanor may be required to take action in order
to receive their Bonterra common shares, they should carefully review the terms of the Metanor Arrangement set out in Metanor's
management information circular dated August 15, 2018, which is available under Metanor's profile
at www.sedar.com., and complete, if necessary, the letter of transmittal
(also available at SEDAR), which must be forwarded to Computershare Investor Services Inc., before delivery of the Bonterra
shares can take place.
Highlights of the Transaction:
- Bonterra has a large balanced portfolio of exploration and mining assets including the Gladiator and Barry deposits,
Bachelor Mine and Mill, and multiple highly prospective exploration projects.
- Control by Bonterra of the only permitted gold mill in the region.
- Large land position of approximately 22,004 hectares in the Urban Barry Camp.
- Control of three advanced high-grade gold deposits (Gladiator, Moroy, Barry) and significant regional targets
- High caliber synergy of two experienced teams in the Urban Barry camp
ON BEHALF OF THE RESPECTIVE BOARDS OF DIRECTORS,
Nav Dhaliwal, President & CEO
Bonterra Resources Inc.
Greg Gibson, Interim CEO
Metanor Resources Inc.
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.
This press release contains "forward-looking information" that is based on Bonterra's current expectations, estimates,
forecasts and projections. This forward-looking information includes, among other things, statements with respect to Bonterra's
exploration and development plans. The words "will", "anticipated", "plans" or other similar words and phrases are intended to
identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and
other factors that may cause Bonterra's actual results, level of activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties
related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in
economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits
encountered in connection with exploration activities; and labor relations matters. This list is not exhaustive of the factors
that may affect our forward-looking information. These and other factors should be considered carefully, and readers should not
place undue reliance on such forward-looking information. Bonterra disclaims any intention or obligation to update or revise
forward-looking information, whether as a result of new information, future events or otherwise.
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SOURCE Bonterra Resources Inc.
View original content: http://www.newswire.ca/en/releases/archive/September2018/24/c5518.html