C$270,000 Private Placement

May 27, 2024

Further to Bitterroot Resources Ltd.’s (symbol BTT, TSX-V) news release dated May 1, 2024, the Company plans to issue up to 10,800,000 units in a non-brokered private placement. The units are priced at C$0.025, consisting of one common share and one common share purchase warrant exercisable at C$0.05 for three years. The warrant expiry will be accelerated if the Company’s shares trade over C$0.10 for greater than 20 trading days.

The proceeds of the private placement will be used for claim staking/recording/renewal costs and drill site permitting at the Nighthawk Gold/Silver Project in Nevada (60%), reimbursement of expenses incurred by a Non-Arms-Length Party (8%), lease costs at the LM Nickel/Copper Project in Michigan and for general working capital. No proceeds will be used to fund persons conducting investor relations activities.

Subject to TSX-V approval, the securities issued pursuant to the financing will be subject to four-month hold period under applicable securities laws. As insiders have subscribed for 3,200,000 units, the private placement will be in part a related party transaction. The Company will rely on an exemption from the valuation and shareholder approval requirements of MI 61-101.

This news release does not constitute an offer or solicitation to sell any of these securities in the United States. The securities will not be registered under the United States Securities Act of 1933, as amended (“the US Securities Act”), or under any State securities laws. The securities may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S Securities Act and applicable State securities laws, unless an exemption from such registration is available.


Michael S. Carr

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS: Certain statements contained in this press release may constitute forward-looking statements under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects” or “it is expected”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. This document contains statements about expected or anticipated future events and/or financial results that are forward-looking in nature and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, regulatory processes and actions, technical issues, new legislation, competitive conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and the company’s ability to execute and implement its future plans. Actual events may differ materially from those projected in the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, except as may be required by applicable securities laws. For such forward-looking statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.