Valterra Acquires Pocone Mining Mineracao Ltda

Vancouver, September 4, 2020 - Valterra Resource Corp. (TSXV: VQA) (OTCQB: VRSCF) ("Valterra" or the "Company") has agreed to purchase all of the issued and outstanding quotas of Poconé Mining Mineracao Ltda ("PMM"), a private Brazilian company which holds a 100% interest in the Lima gold property and a binding agreement to purchase a 100% interest in the Livramento gold property, both located in the Poconé Mining District, Brazil. As consideration for the acquisition of PMM, the Company will issue 8,000,000 common shares in the capital of Valterra and 8,000,000 share purchase warrants, with each share purchase warrant exercisable to purchase one common share of Valterra at a price of $0.10 per share for a period of 4 years. As additional consideration, the vendors of PMM will receive a 1.5% net smelter return royalty from production on all existing and future properties held by PMM.

The PMM operational team has 14 years of successful mining experience in Brazil and currently live in the small town of Poconé. They will operate PMM’s projects for a monthly fee. Valterra’s management believes this acquisition is a rare opportunity to acquire advanced gold properties at exceptionally attractive terms. The acquisition of PMM is subject to TSX Venture Exchange acceptance.

In other corporate matters, the Company has amended its option with respect to the acquisition of the Los Reyes property in Chihuahua, Mexico. Pursuant to the amendment agreement, US$70,000 of the US$100,000 option payment due on August 11, 2019 was deferred until December 31, 2019. The Company has agreed to issue 40,000 common shares in the capital of Valterra to the optionors of the property in consideration of this payment deferral. The issuance of shares pursuant to the Los Reyes amendment is subject to TSX Venture Exchange acceptance.

The Company has terminated its option to acquire the Weepah project in Nevada.

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, Brazil 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 Los Reyes copper-gold property in Mexico and, through the proposed acquisition of PMM, will hold a 100% interest in the Lima gold-silver project and a binding agreement to purchase a 100% interest in the Livramento gold project, both in Brazil. The Company's criteria for its acquisition plans in Brazil is to identify large freehold land packages with a history of under investment from owners with poor access to capital. The freehold land packages will be located in the Poconé gold trend with adequate infrastructure and provision for expansion and easy licensing.

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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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/63285