Mr. Thomas Clarke reports

CONCERNED SHAREHOLDER OF BONTERRA RESOURCES CIRCULATES A DISSIDENT CIRCULAR PROPOSING NEW DIRECTORS

Thomas Clarke has prepared a dissident proxy circular proposing a replacement board of directors for Bonterra Resources Inc. He is soliciting proxies to be voted at the annual general meeting (AGM) of the company to be held on Jan. 14, 2013, at 10 a.m. at suite 700, 595 Burrard St., Vancouver, B.C.

Together with other concerned shareholders, the concerned shareholder has obtained the proxy for 5.47 per cent or 4,847,294 of the issued and outstanding common shares of company.

Shareholders wishing to vote in favour of the dissident board of directors and who owned securities of Bonterra as of market close on Dec. 10, 2012, may download the circular form of green proxy.

Shareholders may complete this form of green proxy and return their green proxies to the concerned shareholder no later than 5 p.m. (Vancouver time) on Wednesday, Jan. 9, 2013, in order to be deposited with the company's transfer agent and be voted at the AGM.

The concerned shareholder proposes to replace the current directors of Bonterra except for Robert Bryce, should he wish to continue his service to the company. The concerned shareholder proposes a new, highly educated, qualified and experienced board of directors, whose objectives will be to enhance shareholder value through the development of the company's assets, the resumption of exploration activities and improvement the corporate governance of the company.

The dissident directors are as follows:

• Mr. Clarke, PrSciNat, MSc, BSc (honours), BSc (director, president and geologist);
• Bryan Loree, CMA, BA (director, chief financial officer and corporate secretary);
• Kevin Brewer, PGeo, MBA, BSc (honours) (independent director and geologist);
• Jose Perez, BCom (independent director and corporate development).

Mr. Clarke, Mr. Loree, Mr. Brewer and Mr. Perez have consented to act as a director of Bonterra.

The concerned shareholders, after reviewing the management information circular, have lost confidence in the current board of directors and management of Bonterra.

There has been a dramatic increase in the compensation paid to officers of the corporation while Bonterra's stock price has collapsed nearly 80 per cent between Dec. 31, 2011, and Dec. 31, 2012.

During 2011, the corporation raised a total of $1,852,199 in two financings as disclosed on SEDAR. Little, if any, of these funds seems to have been invested in exploration. An announced private placement has not been completed. This might be detrimental to the corporation.

During the year, major changes have been made to the board of Bonterra that appear to represent a significant change of corporate culture and a move away from focusing efforts on creating shareholder value by not actively working the company's Quebec gold properties.

The concerned shareholder feels that in light of management's failure to practice prudence in tough market conditions, failure to advance the company's properties and unnecessary dilution of Bonterra's share capital that he is within his rights to publicly file a dissident proxy circular and solicit green proxies in the support of the election of the proposed slate of dissident directors.

Even if you have already voted in favour of management's nominees and resolutions, you may change your vote by submitting a green proxy with a later date.

Brief biographical details regarding the proposed nominees of the concerned shareholder are set out below.

Mr. Clarke

Mr. Clarke is a geologist and qualified person as defined by National Instrument 43-101. He served as a director and QP geologist for Bonterra from May, 2010, to October, 2012. During his tenure, Bonterra defined an initial NI 43-101-compliant resource of 492,000 ounces of gold in the inferred category at a cut-off grade of one gram per tonne (g/t) (4,337,000 tonnes at 3.53 g/t). He has intimate knowledge of Bonterra's properties and extensive Quebec connections. Mr. Clarke is a geologist holding a bachelor of science (honours) and master of science in geology from the University of the Witwatersrand, as well as a bachelor of science in geography from the University of Lethbridge. He started his career by working in all three limbs of the Bushveld complex (South Africa). Since then he has worked in Russia (platinum group metals), Madagascar (gold) Yukon (tungsten-molybdenum skarn), Guyana (stockwork veins), Peru (copper-silver-gold), Alberta (oil sands), and lode gold projects in Canada's Red Lake, Abitibi and Rice Lake greenstone belts. Mr. Clarke has been a director of public companies since 2010. Mr. Clarke is currently a director of WestStar Resources and Clear Mountain Resources, as well as several private-mining-focused companies, including Laurier Gold Corp. He is currently in the final stages of registering as a professional geologist with APEGBC.

Mr. Loree

Mr. Loree is a certified management accountant and is also the CFO of Rockland Minerals. Rockland is focused on exploring for platinum and base metals in Quebec's Labrador Trough. Mr. Loree has extensive financial reporting and compliance experience. Since 2005, he has held numerous accounting roles for private companies in various industries, including renewable energy, mineral exploration and construction. During this time, he has also performed capital-raising activities for both private and public companies, primarily in the exploration and renewable energy sectors. Prior to entering the accounting field, Mr. Loree spent three years as an investor relations manager for public exploration companies and two years in the banking industry. Mr. Loree holds a certified management accountant designation, a financial management diploma from the British Columbia Institute of Technology and a bachelor's degree from Simon Fraser University. Mr. Loree has been a director of public companies since 2010.

Mr. Brewer

Mr. Brewer is a seasoned veteran in the mining industry with over 25 years of experience and a qualified person as defined by NI 43-101. Mr. Brewer is registered as a professional geoscientist in the Yukon, B.C., and Newfoundland and Labrador. Mr. Brewer specializes in mineral exploration and project management. He currently manages exploration programs for several junior companies. Mr. Brewer has been responsible for completing economic assessment and prefeasibility studies on potentially major mining projects and is highly experienced in the design and implementation of environmental baseline investigations. Mr. Brewer has lectured extensively in business management at several universities and colleges. He holds a master of business administration and bachelor of science (honours) in geology and biology from the Memorial University of Newfoundland.

Mr. Perez

Mr. Perez, originally from Montreal, has over 15 years of experience working in the financial industry and is fluent in English, French and Spanish. After graduating from McGill University, he began his career at Canada Trust and then moved on to Union Securities Ltd. in trading and investing. Since 2002, Mr. Perez has been providing corporate development and investor relations services to reporting and non-reporting companies. Mr. Perez's key skills are the design, implementation, and evaluation of investor relations and marketing programs, corporate communications, as well as orchestrating financings for public and private companies.