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Enter Symbol
or Name
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Bonterra Resources Inc
Symbol BTR
Shares Issued 88,560,501
Close 2013-01-04 C$ 0.04
Market Cap C$ 3,542,420
Recent Sedar Documents

ORIGINAL: Bonterra Resources dissidents call for new board

2013-01-07 10:56 ET - News Release

Received by email:

File: 2013 01 07 Dissident Board FINAL.docx

Vancouver January 7, 2013
Mr. Thomas Clarke reports
CONCERNED SHAREHOLDER OF BONTERRA RESOURCES CIRCULATES A DISSIDENT CIRCULAR PROPOSING NEW DIRECTORS
Vancouver, BC,-(Symbol-TSX-V: BTR)-Thomas Clarke (the "Concerned Shareholder"), has prepared a Dissident Proxy Circula
--->r proposing a Replacement Board of Directors (the "Dissidents") for BonTerra Resources Inc (the "Company" or "BonTerra
--->"). He is soliciting Proxies to be voted at the Annual General Meeting ("AGM") of the Company to be held on January 14
--->, 2013 at 10:00am at Suite 700-595 Burrard Street, Vancouver, British Columbia.  
Together with other concerned shareholders the Concerned Shareholder has obtained the Proxy for 5.47% or 4,847,294 of 
--->the issued and outstanding common shares of Company. SHAREHOLDERS WISHING TO VOTE IN FAVOR OF THE DISSIDENT BOARD OF D
--->IRECTORS AND WHO OWNED SECURITIES OF BONTERRA AS OF MARKET CLOSE ON DECEMBER 10, 2012 ("SHAREHOLDERS") MAY DOWNLOAD TH
--->E DISSIDENT CIRCULAR AND FORM OF GREEN PROXY AT: http://shareholdermeeting.twillar.com
SHAREHOLDERS MAY COMPLETE THIS FORM OF GREEN PROXY AND RETURN THEIR GREEN PROXIES TO THE CONCERNED SHAREHOLDER NO LATE
--->R THAN 5:00PM (VANCOUVER TIME) ON WEDNESDAY JANUARY 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 Mr. Robert Bryce should he wish
---> to continue his service to the Company. The Concerned Shareholder proposes a new, highly educated, qualified and expe
--->rienced Board of Directors (the "Dissident Directors") whose objectives will be to enhance shareholder value through t
--->he development of the Company's assets the resumption of exploration activities and improvement the corporate governan
--->ce of the Company. 
The Dissident Directors are as follows:
Thomas Clarke, Pr.Sci.Nat. , MSc, BSc (Hons.), BSc (Director, President & Geologist) 
Bryan Loree, CMA , BA (Director, Chief Financial Officer & Corporate Secretary)
Kevin Brewer, P.Geo. , MBA, BSc (Hons.) (Independent Director & Geologist)
Jose Perez, B.Com. (Independent Director & Corporate Development)
Each of Messrs. Clarke, Loree, Brewer & Perez has consented to act as a Director of BonTerra.
The concerned shareholders, after reviewing the management information circular (the "Management 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 pric
--->e has collapsed nearly 80% between December 31, 2011 and December 31, 2012. 
During 2011 the Corporation has raised a total of $1,852,199 in two financings as disclosed on www.sedar.com. Little i
--->f any of these funds seem 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 which appear to represent a significant change o
--->f corporate culture and a move away from focusing efforts on creating shareholder value by not actively working the Co
--->mpany's Quebec gold Properties (the "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 he is within his rig
--->hts to publically file a Dissident Proxy Circular and solicit GREEN PROXIES in the support of the election of the prop
--->osed slate of Dissident Directors.
EVEN IF YOU HAVE ALREADY VOTED IN FAVOUR OF MANAGEMENT'S NOMINEES AND RESOLUTIONS, YOU MAY CHANGE YOUR VOTE BY SUBMITT
--->ING A GREEN PROXY WITH A LATER DATE.
Brief biographical details regarding the proposed nominees of the Concerned Shareholder are set out below.
Thomas Clarke, Pr.Sci.Nat. , MSc. (Director, President & Geologist) 
Mr. Clarke is a geologist and Qualified Person ("QP") as defined by NI 43-101. He served as a Director and QP geologis
--->t for BonTerra from May 2010 to October, 2012. During his tenure, BonTerra defined an initial NI 43-101 compliant reso
--->urce (the "Resource") of 492,000 ounces of gold in the inferred category at a 1 gram per tonne ("g/t") cut off grade (
--->4,337,000 tonnes @ 3.53 g/t). He has intimate knowledge of BonTerra's "Properties" and extensive Quebec connections. T
--->homas is a geologist holding a BSc. (Honours) and MSc in Geology from the University of the Witwatersrand as well as a
---> BSc in Geography from the University of Lethbridge. He started his career by working in all three limbs of the Bushve
--->ld Complex (South Africa). Since then he has worked in Russia (PGM), Madagascar (Gold) Yukon (W-Mo Skarn), Guyana (sto
--->ck work veins), Peru (Copper-Silver-Gold), Alberta (Oil Sands) and lode gold projects in Canada's Red Lake, Abitibi & 
--->Rice Lake Greenstone Belts. Mr. Clarke has been a Director of public companies since 2010. Thomas is currently a Direc
--->tor of WestStar Resources (WER.V) and Clear Mountain Resources (CY.V) as well as several private mining focused compan
--->ies including Laurier Gold Corporation. He is currently in the final stages of registering as a P.Geo with APEGBC.
Bryan Loree, CMA. , BA and (Director, Chief Financial Officer & Corporate Secretary)
Mr. Loree is a Certified Management Accountant and is also the CFO of Rockland Minerals (RL.V). Rockland is focused on
---> exploring for platinum and base metals in Quebec's Labrador trough. Bryan has extensive financial reporting and compl
--->iance experience. Since 2005 he has held numerous accounting roles for private companies in various industries includi
--->ng, renewable energy, mineral exploration, and construction. During this time he has also performed capital raising ac
--->tivities for both private and public companies, primarily in the exploration and renewable energy sectors. Prior to en
--->tering the accounting field, Mr. Loree spent three years as an investor relations manager for public exploration compa
--->nies 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 BA from Simon Fraser University. Mr. Lore
--->e has been a Director of public companies since 2010.
Kevin Brewer, P.Geo. , MBA, BSc (Hons) (Independent Director & Geologist)
Mr. Brewer is a seasoned veteran in the mining industry with over 25 years of experience and a QP as defined by NI 43-
--->101. Kevin is registered as a professional geoscientist in the Yukon, British Columbia and Newfoundland & Labrador.  K
--->evin 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 pot
--->entially major mining projects and is highly experienced in the design and implementation of environmental baseline in
--->vestigations. Kevin has lectured extensively in business management at several universities and colleges. He holds an 
--->MBA and BSc. (Honours) in geology & biology from the Memorial University of Newfoundland.
Jose Perez, B.Com. (Independent Director & Corporate Development)
Mr. Perez, originally from Montreal, has over 15 years of experience working in the financial industry and is fluent i
--->n English, French and Spanish. After graduating from McGill University he began his career at Canada Trust and then mo
--->ved on to Union Securities Ltd. as a trader and investment. Since 2002 Mr. Perez has been providing corporate developm
--->ent and investor relations services to reporting and non-reporting companies. Jose's key skills are the design, Implem
--->entation and evaluation of investor relations and marketing programs, corporate communications as well as orchestratin
--->g financings for public and private companies.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this pres
--->s release.

For further information, please contact:
Thomas Clarke, Dissident Director
Tel: (778) 386-0774
twc@twillar.com








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