Valterra to Amend Warrant Terms

Vancouver, British Columbia--(Newsfile Corp. - February 5, 2021) - Valterra Resource Corporation (TSXV: VQA) (OTCQB: VRSCF) ("Valterra" and "the Company") reports that the Company has applied to the TSX Venture Exchange (the "Exchange") for approval to amend the terms and reprice the outstanding transferrable share purchase warrants ("the Warrants"), which Warrants were issued on March 28, 2018 and April 23, 2018 in connection with a private placement. The original exercise price of $0.50 per share (after consolidation) is to be reduced to $0.125 per share. The expiration date of the Warrants will remain March 28, 2021 and April 23, 2021 respectively, subject to the accelerated exercise period provision as set out below.

In order to reduce the exercise price of the Warrants, the Exchange requires that we include an accelerated exercise period provision in the amended Warrants. The accelerated exercise period provision will provide that, if the closing price of our shares is $0.165 or higher for 10 consecutive trading days (the "Premium Trading Days"), Warrant holders will have 30 calendar days, commencing 7 calendar days after the last Premium Trading. The proposed amendments to the Warrants are subject to acceptance for filing by the Exchange.

About Valterra

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 Brazil, British Columbia and Mexico. Valterra's prime focus is on advancing its Brazilian properties, with a secondary focus on its early stage properties that have the potential to host large deposits in regions with excellent infrastructure. Upon acquisition of Pocone Mining Mineracao Ltda, Valterra will indirectly hold a 100% interest in the Lima Gold Project and an option to acquire a 100% interest in the Livramento Gold Project, both located in Brazil. Valterra also owns a 100% interest in the Swift-Katie copper gold porphyry property in British Columbia and has an option to earn a 100% interest in the Los Reyes copper- gold property in Mexico.

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 valterraresource.com^[1] or contact Valterra at 604.641.2759 or by email at ir@mnxltd.com^[2].

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/73790^[3]

References

1. ^{^} valterraresource.com (www.newsfilecorp.com)
2. ^{^} ir@mnxltd.com (www.newsfilecorp.com)
3. ^{^} https://www.newsfilecorp.com/release/73790 (www.newsfilecorp.com)