UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)  x NoneEntity Type
0001544770
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
 BONTERRA RESOURCES INC.
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed 



2. Principal Place of Business and Contact Information
Name of Issuer 
 BONTERRA RESOURCES INC. 
Street Address 1Street Address 2
 2872 SULLIVAN ROAD, SUITE NO. 2 
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 VAL D'OR QUEBEC, CANADA J9P 0B9 819-825-8678 



3. Related Persons
Last NameFirst NameMiddle Name
PelletierMarc-Andre
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 President and Chief Executive Officer
Last NameFirst NameMiddle Name
Hebert-TremblayPier-Elise
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 Chief Financial Officer
Last NameFirst NameMiddle Name
GonzalezCesar
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 Executive Chairman
Last NameFirst NameMiddle Name
ChampignyNormand
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  
 
Last NameFirst NameMiddle Name
JacobiPaul
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  
Last NameFirst NameMiddle Name
AntounLesley
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  
Last NameFirst NameMiddle Name
O'MalleyPeter
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  
Last NameFirst NameMiddle Name
HoukMatt
Street Address 1Street Address 2
2872 Sullivan Road, Suite No. 2
CityState/Province/CountryZIP/Postal Code
Val-d'OrQUEBEC, CANADAJ9P 0B9
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  
 


4. Industry Group
o Agriculture Health Care o Retailing
 Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance Technology
  o Insurance  o Hospitals & Physicians  o Computers
  o Investing  o Pharmaceuticals  o Telecommunications
  o Investment Banking  o Other Health Care  o Other Technology
  o Pooled Investment Fund

    Travel
  o Other Banking & Financial Services o Manufacturing  o Airlines & Airports
 Real Estate  o Lodging & Conventions
  o Commercial  o Tourism & Travel Services
  o Construction  o Other Travel
  o REITS & Finance x Other
  o Residential 
  o Other Real Estate 
o Business Services 
 Energy 
  o Coal Mining 
  o Electric Utilities 
  o Energy Conservation 
  o Environmental Services 
  o Oil & Gas 
  o Other Energy 


5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
o New Notice Date of First Sale 2024-05-03 o First Sale Yet to Occur
x Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? x Yes o No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
x Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security x Other (describe)
 Units, each consisting of one common share and one common share purchase warrant ("Warrant"). Each Warrant exercisable to purchase one Share at C$0.31 for a period of 4 years from date of issuance.


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary) 
  

11. Minimum Investment
Minimum investment accepted from any outside investor$ 0 USD

12. Sales Compensation
RecipientRecipient CRD Number x None
 EIGHT CAPITAL CORP  
(Associated) Broker or Dealer o None(Associated) Broker or Dealer CRD Number o None
 VIII CAPITAL CORP. 39759
Street Address 1Street Address 2
 100 Adelaide Street West Suite 2900
City State/Province/CountryZIP/Postal Code
 Toronto ONTARIO, CANADA M5H 1S3
State(s) of Solicitation o All States o Foreign/Non-US
 NEW YORK
 
 



13. Offering and Sales Amounts
Total Offering Amount $ 3032320 USD o Indefinite
Total Amount Sold $ 1339520 USD 
Total Remaining to be Sold $ 1692800 USD o Indefinite
 
Clarification of Response (if Necessary)
 Total Offering Amount represents price of Units consisting of common shares (7360000 x $0.182|C$0.25) plus exercise price of the underlying Warrants (7360000 x $0.23|C$0.31). There is no assurance that the Warrants expiring May 3, 2028 will be exercised.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 8


15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$ 67012 USD x Estimate
Finders' Fees$ 0 USD o Estimate
 
Clarification of Response (if Necessary)
 plus 368,200 non-transferable broker warrants, each exercisable to purchase one common share at C$0.25 until May 3, 2028.


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 0 USD o Estimate
 
Clarification of Response (if Necessary)
  

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
 
 
 Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
 For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate
BONTERRA RESOURCES INC./s/Pier-Elise Herbert-TremblayPier-Elise Herbert-TremblayChief Financial Officer2025-06-10