Valterra Announces Private Placement

Vancouver, British Columbia–(Newsfile Corp. – May 29, 2019) – Valterra Resource Corporation (TSXV: VQA) (OTCQB: VRSCF) (“Valterra” or the “Company”) reported today that it plans to issue up to 15,000,000 units at $0.025 per unit in a private placement for total gross proceeds of $375,000. Each unit will consist of one common share and one share purchase warrant, with each warrant exercisable for four years with the right to purchase one common share at an exercise price of $0.05 per share. Finders’ fees and commissions may be paid by Valterra in relation to this issuance. The Company will make provision for an over-allotment option (Greenshoe) to allow a purchase of up to 10% additional units beyond the number of units in this offering. The securities issued upon closing of this offering will be subject to a hold period of four months and one day from issuance.

Net proceeds from the private placement will be used to fund costs associated with the first phase of a two phase exploration program on the Los Reyes Au-Cu project, Mexico. A phase I, surface mapping and sampling program followed by a short 8 to 10 line-kilometre IP geophysical program over the target area; and a phase II initial six to eight core hole drill program anticipated in Q3/Q4, totaling 2,500m which will test a 600 metre strike length of the target Cu-Au skarn. Management believes that the Los Reyes Au-Cu project, Mexico, has significant near-term exploration potential for a high-grade Cu-Au mineral resource. Net proceeds will also be used for general working capital which includes: G&A, property maintenance and property option payments for all of the company’s projects.

The private placement is subject to regulatory approval.

Valterra intends to make the private placement available to existing security holders in accordance with the provisions of BC Instrument 45-534 – Exemption from prospectus requirement for certain trades to existing security holders and in accordance with the provisions of various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from prospectus requirement. The Company has set May 28th, 2019 as the record date for the purpose of determining existing shareholders entitled to purchase units pursuant to this exemption. The maximum number of units being offered is 16,500,000 units for maximum gross proceeds of $412,500 and the offering is not subject to any minimum subscription. Unless the Company determines to increase the gross proceeds of the offering and receives TSX Venture Exchange approval for such increase, if the offering is oversubscribed, Valterra will allocate the units issued under the offering to those subscribers whose subscriptions were first received by the Company.

The Company will also accept subscriptions from “accredited investors” (as defined in National Instrument 45-106 – Prospectus Exemptions) and may, at its discretion, also accept subscriptions pursuant to other prospectus exemptions available under applicable securities laws.

About Valterra Resource Corporation

Valterra is a Manex Resource Group Company. The group provides expertise in exploration, administration, and corporate development services for Valterra’s mineral properties located in British Columbia, Nevada and Mexico. Valterra is focused on early stage properties with the potential to host large deposits in regions with excellent infrastructure. It owns a 100% interest in the Swift-Katie copper gold porphyry property in British Columbia, Canada which is permitted for a drill exploration program planned for Q3/Q4, 2019. It has also entered into a Letter of Intent with Ginguro Gold Pty. whereby Ginguro can earn an 80% interest in Valterra’s Weepah property located in Nevada, USA, by spending $1,050,000 over three years. The Weepah property, with past production totaling approximately 117,000ozs gold and significant exploration potential for a high-grade bulk-mineable gold discovery, is fully permitted and bonded. For a drill program to be conducted by Ginguro in Q3 2019The Company can acquire a 100% interest in the Los Reyes Property located only 12km south of the city of Jimenez, and just 2km from highway, power and rail. It is strategically located along a prominent northwest-trending regional structure formed along the western margin of the Sierra Madre Oriental that hosts numerous high-grade current and past operating mines including Naica (26Mt @ 213g/t Ag, 5.9% Pb, 5.6% Zn and 0.4% Cu) and the Velardena district (+15Mt @ 175g/t Ag, 0.5g/t Au, 4.0% Pb, 5.0% Zn, and 2.5% Cu).


On behalf of the Board of Directors,

“Lawrence Page”

Lawrence Page Q.C., President, Valterra Resource Corporation

For further information, please visit Valterra’s website at or contact Valterra at 604.641.2759 or by email at [email protected].

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 news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. These statements are based on a number of assumptions, including, but not limited to, assumptions regarding general economic conditions, interest rates, commodity markets, regulatory and governmental approvals for Valterra Resource Corporation’s projects, and the availability of financing for Valterra Resource Corporation’s development projects on reasonable terms. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, the timing and receipt of government and regulatory approvals, and continued availability of capital and financing and general economic, market or business conditions. Valterra Resource Corporation does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.

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