Valterra Announces Private Placement; Acquires Lima Gold Project in Brazil

Vancouver, May 29, 2020 - Valterra Resource Corp. (OTCQB: VRSCF) ("Valterra" or the "Company") reported today that it plans to issue up to a total of 15,000,000 units, in a non-brokered private placement at a price of $0.05 per unit for gross proceeds of Cdn $750,000. Each unit will consist of one common share and one warrant, with each warrant exercisable to purchase one common share for a period of 4 years at $0.10. 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. The private placement is subject to regulatory approval. Finders' fees and commissions may be paid by Valterra in relation to this issuance.

Net proceeds from the private placement will be used to acquire a private Brazilian company that has a purchase agreement to acquire a 100% interest in the 172 ha freehold Lima Property for a purchase price of Cdn$500,000, as well as initial exploration work in preparation for bulk sampling at Lima, and for general working capital.

About Lima Property, Poconé District, Brazil

Valterra has entered into an agreement to acquire a 100% interest in the freehold Lima Property for a purchase price of Cdn$500,000 via purchase of a private Brazilian company. Management believes that this is a rare opportunity to acquire a highly-prospective gold property at exceptionally attractive terms which has the potential to be fast-tracked to production.

It is a Laterite-type gold project with easy logistics in the productive Poconé District. The project comes with a proven operational team in a mature mining district with very attractive economics. Existing mines in the District require no blasting as a result of deep weathering and consist of free-digging open-pit operations, typically to a depth of up to 80 metres.

The Lima Project is located within the Poconé Mining District, in central Brazil's Cuiabá Basin (Baixada Cuiabana), in the southern part of the state of Mato Grosso, just 10 minutes' drive from the town of Poconé, a mining town of 32,000. Access to the project area is by paved and gravel roads with daily scheduled flights from an airport located in Cuiabá, the State Capital, 104km north and connected to the principal cities of Brazil by daily scheduled airline flights. The Poconé Mining District reportedly produces over 250,000 ounces of gold annually from 17 different active laterite mines with the Company's Lima Property immediately adjacent to the currently producing Edmur gold mine.

Brazil has favorable geology with several major Archean greenstone and Proterozoic sedimentary-hosted gold districts, which has attracted major miners including Kinross, Vale, Anglogold Ashanti, Lundin Mining, Yamana, and Great Panther and has resulted in significant annual gold production. Brazil is highly regarded as a mining jurisdiction with regulations providing favorable mineral title and foreign ownership. Brazil has a tax agreement with Canada.

The Poconé Mineral Belt has enormous untapped potential for discovery with well-developed infrastructure, including access to power, water, major highways, airports and highly skilled labour and experienced equipment contractors.

The Poconé Mining Team

Richard Crew - Mr. Crew, a British mining engineer, has a wealth of knowledge of Brazilian mining operations built up over 30 years in both open pit and underground mines. Most recently, he was COO for ASX-listed Orinoco Gold. Prior to this, he was General Manager Projects for the Sáo Bento Group, a private mining group operating two gold mines in the states of Mato Grosso and Para producing a combined total of 100,000oz per annum of gold. In this role, he successfully managed a Bankable Feasibility Study and construction of a 2Mtpa gravity/CIL processing plant and mining operations. He has previously held a wide range of senior operational and executive positions internationally for AIM, TSX and ASX listed companies. Mr Crew holds a City and Guilds engineering diploma from Cornwall technical college/Camborne school of mines and AACA Level 3 from the Open University and speaks fluent Portuguese.

Jeremy Gray - Mr. Gray has been involved in mining for 26 years. He started his career at Credit Suisse in Melbourne in 1994 as a Mining Research Associate before moving to London to run the Mining Equity research team at Morgan Stanley. In2001, he joined Sthenos Capital as a founding partner of a Hedge Fund with focus on Mining and Basic Materials trading. In 2005, Mr Gray returned to Credit Suisse in London to run the Mining team. In January 2009 he joined the world's largest cobalt producer at the time in DRC before it was acquired by ENRC in September 2009. In 2010, Mr. Gray joined Standard Chartered in Hong Kong to run the Mining team, and in 2014 he became a founding partner of Chancery Asset Management in Singapore. For the last 3 years he has also worked as a Director of a Singapore based gold streaming & royalty company. Mr Gray sits on the boards of Axiom Mining and White Rock Minerals that both trade on the ASX.

Thomas Puppendahl - Mr. Puppendahl has over 28 years' experience in global capital markets as a strategist, portfolio manager, investment banker and analyst. He is the founder and managing partner of Chancery Asset Management, an independent strategic advisory firm based in Singapore, specializing in precious metals and emerging markets. In 2015, Chancery became a founding partner of a gold streaming & royalty company focused on providing development capital to emerging gold producers such as K92 Mining (TSXV: KNT). Prior to setting up Chancery, Mr. Puppendahl worked in mergers and acquisitions, private equity, emerging markets and management consulting with Merrill Lynch, Ermgassen & Co. and the Monitor Group in London and Mumbai. Mr. Puppendahl holds Master's degrees in both Physics and Business Administration from RWTH Aachen University, Germany.

Wallacy Goncalves - Mr. Goncalves is a highly respected Brazilian national who has worked in senior positions for several international mining companies. Both in Africa and Brazil, he is extremely well connected, has direct access to local and regional government agencies and politicians. He is bilingual Portuguese / English.

Marcelo Lima - Mr. Lima is a Brazilian national with more than 30 years of mining experience. He is renowned to be one of Brazil's leading mine operations specialists, and he is a qualified mining technician with CREA registration. Marcelo has held senior operational positions with Anglo Gold Ashanti, Rio Tinto, Votorantim Metals and Jaguar Mining. During his tenure with these companies he was responsible for the opening of 8 mines.

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. Valterra owns a 100% interest in the Swift-Katie copper gold porphyry property in British Columbia. It is earning a 100% interest in the Weepah property in Nevada, with past production totaling approximately 117,000ozs gold and significant exploration potential for a high-grade bulk-mineable gold discovery and a 100% interest in the Los Reyes copper- gold property in Mexico.

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On behalf of the Board of Directors,

"Lawrence Page"

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

For further information, please visit Valterra's website at valterraresource.com or contact Valterra at 604.641.2759 or by email at ir@mnxltd.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.

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 Corp.'s projects, and the availability of financing for Valterra Resource Corp.'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 Corp. 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.

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