BonTerra Announces Proposed Brokered and Non-Brokered Private Placement

BonTerra Resources Inc. (TSX VENTURE:BTR) (FRANKFURT:9BR) (the "Company") is
pleased to announce that it has arranged for a brokered and non-brokered private
placement of up to 4,347,826 flow-through units of the Company (the "FT Units")
at $0.23 per FT Unit and up to 3,333,333 non flow-through units of the Company
(the "NFT Units") at $0.15 per NFT Unit for a total gross proceeds of up to
$1,500,000.


Each FT Unit consists of one common share issued on a flow-through basis and one
half of one common share purchase warrant, with each full warrant entitling the
holder to acquire an additional common share at an exercise price of $0.50 per
common share for a period of two years from the closing date.


Each NFT Unit consists of one common share issued on a non flow-through basis
and one common share purchase warrant entitling the holder to acquire an
additional common share at an exercise price of $0.25 per common share for a
period of one year from the closing date. 


In connection with the brokered private placement, the Company is expected to
pay a finder (the "Finder") a cash finder's fee equal to 5% of the gross
proceeds from the brokered private placement, and to grant stock options to the
Finder equal to 10% of the number of FT Units sold under from the brokered
private placement (each, an "Option"). Each Option entitles the Finder to
purchase one (1) unit of the Company (each, a "Finder's Unit") at a price of
$0.23 per Finder's Unit for a period of two years from the closing of the
brokered private placement. Each Finder's Unit will consist of one (1) Common
Share and one half of one non-transferable share purchase warrant (each, a
"Finder's Unit Warrant"). Each full Finder's Unit Warrant entitles the holder
thereof to purchase one (1) additional Common Share at a price of $0.50 per
Common Share for a period of two (2) years from the closing of the brokered
private placement.


In connection with the non-brokered private placement, the Company is expected
to pay cash finder's fees equal to 10% of the gross proceeds from the
non-brokered private placement.


All of the securities to be issued by the Company in connection with this
offering will be subject to a hold period, which expires four months and a day
after the Closing Date.


The Company plans to use the proceeds from the Offering to further explore its
properties in Quebec.


The closing of the offering is subject to approval from the TSX Venture Exchange
("TSXV"). In addition, there are numerous risks, some of which are set out
below, that may affect the ability of the Company to close the offering. The
Company cannot provide any assurance that the offering will close, or that any
terms set out above will not be altered prior to the closing date of the
offering.


ON BEHALF OF THE BOARD

BONTERRA RESOURCES INC.

Mitchell Adam, President, Director

Certain statements in this news release are forward-looking statements, which
reflect the expectations of management regarding the Company's ability to close
the Offering. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future, and in this news release
include: (i) the Company has arranged for a non-brokered and brokered private
placement of up to 4,347,826 FT Units of the Company and up to 3,333,333 NFT
Units of the Company; (ii) the Company is expected to pay the Finder a cash
finder's fee equal to 5% of the gross proceeds of the brokered private
placement, a due diligence fee equal to 3% of the gross proceeds of the brokered
private placement and to grant Options equal to 10% of the number of Units sold
under the brokered private placement; and (iii) the Company plans to use the
proceeds from the Offering to further explore its properties in Quebec. Such
statements are subject to risks and uncertainties that may cause actual results,
performance or developments to differ materially from those contained in the
statements. No assurance can be given that any of the events anticipated by the
forward-looking statements will occur or, if they do occur, what benefits the
Company will obtain from them. These forward-looking statements reflect
management's current views and are based on certain expectations, estimates and
assumptions which may prove to be incorrect, wholly or partially. A number of
risks and uncertainties could cause our actual results to differ materially from
those expressed or implied by the forwardlooking statements, including: (1) the
inability to close the Offering, or on the terms set out above or at all, (2) a
downturn in general economic conditions in North America or internationally, and
(3) inability to obtain approval from the TSXV for the Offering. These
forward-looking statements are made as of the date of this news release and,
except as required by law, the Company assumes no obligation to update these
forward-looking statements, or to update the reasons why actual results differed
from those projected in the forward-looking statements. Additional information
about these and other assumptions, risks and uncertainties are set out in the
"Risks and Uncertainties" section in the Company's MD&A filed with Canadian
securities regulators.
BonTerra Resources (TSXV:BTR)
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