Mr. Nav Dhaliwal reports

BONTERRA ALERTS SHAREHOLDERS TO DISSIDENT SHAREHOLDER'S CIRCULAR: MR. THOMAS CLARKE'S ACTIONS ARE OPPORTUNISTIC, BIASED, SELF SERVING AND NOT IN SHAREHOLDERS' BEST INTEREST

Bonterra Resources Inc.'s board of directors reaffirms its recommendation that shareholders vote for the management board nominees Robert Bryce, Navjit Dhaliwal, Casey Forward, Robert Gagnon and Hans Rasmussen at the coming annual general meeting to be held on Jan. 14, 2013.

In a letter being delivered to shareholders, the board responds to misleading statements by Thomas Clarke, explains Mr. Clarke's bad faith motives and advises them to reject the slate of nominees proposed by Mr. Clarke.

Your vote is urgent and time is of the essence. The board recommends that shareholders vote for the management board nominees as soon as possible and prior to the voting deadline on Thursday, Jan. 10, 2013, at 10 a.m. Pacific Time.

Please review the management information circular at the company's website or SEDAR, and vote only the management form of proxy. Vote today. If you have questions or seek assistance with voting your proxy, please contact the company's proxy solicitation agent, Georgeson, toll-free at 1-866-676-3008 or by e-mail.

Letter to shareholders

The full text of the letter to shareholders follows.

Jan. 8, 2013

Dear fellow shareholder:

With less than a week to go to our annual general meeting, we are writing to underline the importance of your vote to the future of our company, Bonterra Resources, and the value of your investment.

This year's meeting, to be held on Jan. 14, 2012, is particularly important because a dissident shareholder has launched a proxy contest that we believe is disruptive to the advancement of the company.

The dissident shareholder, Mr. Clarke, is a former director of the company and has belatedly issued a dissident circular dated Dec. 31, 2012, that purports to seek your support to remove the existing board of directors and vote for his slate of replacement directors.

The dissident circular is not a compliant public proxy circular, and Mr. Clarke states that he is relying on the 15-or-fewer exemption, notwithstanding that he has disseminated the dissident circular widely and has therefore solicited votes from far more than the allowed 15 shareholders. The very fact that Mr. Clarke did not undertake the proper task of preparing and filing a formal dissident public proxy circular demonstrates our view that his approach lacks transparency and he is simply being vindictive and disruptive based on the company's decision to release him from his consulting relationship with the company.

Having reviewed the dissident circular, your board is convinced that Mr. Clarke has a hidden objective. Just days before the meeting, Mr. Clarke issued his dissident circular seeking control of your company.

The board considered the dissident circular and submits it is based on false allegations and misleading and slanted information. In particular, Mr. Clarke has failed to disclose the reason for his departure from the company and his actual motives for seeking to replace the company's board.

Mr. Clarke states that the nominees set out in the dissident circular base their vision of the company on, among other things, "good corporate governance." The board finds this interesting in light of the fact that the very reason Mr. Clarke was let go by the company was a major breach of good corporate governance by Mr. Clarke. As set out in the dissident circular, Mr. Clarke was a former director of the company and its chief geologist. He was paid as an independent contractor at a rate of $5,000 per month plus taxes and expenses. In 2012 the company defined an initial National Instrument 43-101-compliant gold resource of 4,337,000 tonnes at 3.53 grams per tonne gold for a total of 492,000 ounces of gold on an inferred basis, as disclosed on June 13, 2012. The NI 43-101-compliant technical report by Snowden Engineering was filed on SEDAR on July 27, 2012. Subsequent to this, in October, 2012, the company discovered that without any notice to the company, or any of the directors or officers of the company, Mr. Clarke had staked claims in the name of his private geological consulting company, Twillar Resources, on Feb. 8 and June 14 of 2012 within two kilometres of the border of the company's Eastern Extension claims. Bonterra considered these actions to be a breach of fiduciary duty owed by Mr. Clarke to the company and, after consultation with legal counsel, confronted Mr. Clarke, demanding an explanation. In management's opinion, Mr. Clarke's response demonstrated a clear lack of integrity and understanding of his fiduciary duties and, accordingly, management determined to immediately terminate the consulting agreement with Mr. Clarke and request his resignation from the board.

The company will make available to any interested shareholder a map showing the egregious and improper claim staking conducted by Mr. Clarke. Subsequent to Mr. Clarke's resignation, Twillar staked additional claims within the immediate area of the company's Eastern Extension properties on Nov. 24, 2012.

The board is further of the view that the other hidden motive behind Mr. Clarke's actions is the fact that Mr. Clarke and the dissident nominees are all directors of Laurier Gold, a private resource company formed on Sept. 27, 2012, proposing to go public. We understand that such efforts have not progressed well and speculate that the present attempt to wrestle control of Bonterra is a thinly veiled attempt to bypass the going-public process and emplace the dissident nominees in control of a public entity with a treasury.

In specific response to the points raised by Mr. Clarke in the section entitled reasons for a change of management in the dissident circular, we respond as follows.

The company's share price has depreciated from 22 cents to five cents, representing a 77-per-cent decline in value. We agree this is unfortunate; however, this is not dissimilar from a vast number of junior resource exploration companies. The decline in market value reflects a trend prevalent throughout the junior capital market and has nothing to do with so-called mismanagement or compensation practices. In fact, it is interesting to note that one of the two public companies that Mr. Clarke is a director of, Weststar Resources Inc., has suffered an even worse decline, from 50 cents in February, 2012, to four cents today. That represents a 92-per-cent decline in value. Mr. Clarke has not provided any concrete plan as to how he and the dissident nominees plan to reverse this situation in light of the current dismal market conditions. Certainly based on the public companies they are involved with, there is no evidence that had they been in control of Bonterra, the situation would be any different than it is today.

Mr. Clarke was terminated for the reasons described above. The company has replaced his expertise with that of two extremely capable and well-regarded geologists, Mr. Gagnon and Mr. Rasmussen, neither of whom are currently paid a consulting fee. Mr. Gagnon has over 10 years experience as a professional geologist, earning his mining techniques diploma from the College de la Region de l'Amiante (1995); Ordre des geologues du Quebec (circa 2002); board of directors of the Quebec Mineral Exploration Association (circa 2009); president of the Association des prospecteurs du Nord du Quebec (circa 2012); and BSc, geology, from the University of Quebec (1999). He is more than capable of handling the company's continuing fieldwork and also has a good network in Northern Quebec, especially considering that he is currently the president of the Northern Quebec Prospector's Association. Mr. Rasmussen has over 28 years of experience in the resource industry as a geophysicist and geologist with junior exploration and major mining companies, including Teck Cominco Ltd., Quadra Mining Ltd., Mansfield Minerals Inc., Newmont Exploration Ltd. and Kennecott/Rio Tinto. His knowledge spans a vast array of projects in North America and South America. He has been involved in the discovery of Penasquito in Mexico, Lindero in Argentina and Whistler in Alaska. Currently, he leads Colombia Crest Gold Corp. as president, chief executive officer and director. Mr. Rasmussen is a member of the Society of Exploration Geologists, Northwest Mining Association and the Geological Society of Nevada. He graduated with a master of science from the University of Utah and holds bachelor of science degrees in geology and physics from Southern Oregon State College.

Mr. Clarke states that he had a close and good working relationship with the former president of Bonterra and that changed with the appointment of Mr. Dhaliwal as the new president. This is an entirely subjective statement and, as a contractor and fellow director, it was Mr. Clarke's duty to use his best efforts to work with the new president.

Mr. Clarke's complaint about the fact that the board and new president raised $1,852,199 between February, 2012, and November, 2012, is completely contradictory to his complaint that prior to the appointment of the new president, the company was well financed (which implies that afterward it was not). The board is of the view that had it not raised capital at the time it did, the company would be in a far more precarious position than it is today. The board is very well aware of numerous junior companies that have no or negative working capital and are completely unable to finance at this time. Some of those companies will not survive. Management has been careful with the company's treasury and in fact hopes to complete some of the recently announced private placement. We are of the view that Mr. Clarke's concern on this matter is ridiculous. The fact that Bonterra was able to raise these funds in very difficult economic times is a credit to management. Furthermore, we point out that as far as we can see, there is no history of successful fundraising by any of the dissident nominees. As far as progressing with work programs is concerned, considering the financial environment, management determined to review all exploration data before proposing a plan for the next program. Management was keenly aware of the risk of spending the entire treasury on exploration work and possibly running out of funds without being in a position to refinance the company. We submit that the cautious approach is the correct approach. We are formulating exploration plans and awaiting ice drill permits. Provided we are satisfied that we have the financial resources to procee, we will do so at the earliest opportunity.

Mr. Clarke admits that he is pursuing an initial public offering with Laurier Gold and a listing of same on the TSX Venture Exchange. We note that this does not appear to have progressed well and believe it is irrelevant in any event. None of Mr. Clarke's hand-picked dissident nominees have any financial interest in Bonterra, and there is no assurance that any of them will assist in marketing or fundraising activities.

In Mr. Clarke's news release of Jan. 7, 2013, Mr. Clarke complains about a "dramatic increase in compensation paid to officers" of Bonterra. We point out that Mr. Dhaliwal receives $10,000 per month, which is only $10,000 a year more than the company's previous president was paid. Prior to Mr. Dhaliwal being appointed president, he was a consultant to the company, and part of the compensation reflected in the summary of management compensation contained in the management information circular relates to consulting fees incurred in the prior year, which were deferred and paid in the reported fiscal period. The board submits that Mr. Dhaliwal's compensation is not out of line with comparable junior resource company compensation guidelines.

Shareholders are right to ask why Mr. Clarke waited so long to circulate his dissident circular. Even though it is dated Dec. 31, 2012, it only came to light yesterday, Jan. 7, 2013. Just days before the meeting, Mr. Clarke is hoping to catch shareholders off guard with this surprise attack.

Finally, the board has become aware of interference with the company's mailing of the management information circular to shareholders by a person thought to be an accomplice of Mr. Clarke. This is a matter of grave concern, and the company will be investigating the matter further and referring same to the appropriate authorities.

Vote for an experienced and capable board

The nominees put forward by the company are experienced and capable. Under their supervision, the current management team will advance our exploration properties and raise awareness of Bonterra in a prudent and measured fashion -- all with a view to surfacing value for our shareholders.

Don't put your faith in dissidents who omit crucial details from their disclosure, whose nominees appear to have limited market experience, and who, in the case of the main dissident, don't understand basic fiduciary and good corporate governance concepts.

Recognize that investing in a junior exploration business comes with risks. Opt for a board that has the right experience and is capable of minimizing risk and maximizing the opportunities ahead.

This is not a short-term game. The board and management of Bonterra are in it for the long term and remain committed to creating value for our shareholders. Please vote your management proxy today.

Vote for an experienced board

Please review the management information circular at the company's website or SEDAR, and vote only the management form of proxy. Vote today. If you have questions or seek assistance with voting your proxy, please contact the company's proxy solicitation agent, Georgeson, toll-free at 1-866-676-3008 or by e-mail.

We seek Safe Harbor.