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

Vancouver, BC – January 8, 2013:  BonTerra Resources Inc. (TSXV: BTR; FSE: 9BR) (the “Company” or “BonTerra”) announces today that its board of directors (the " Board") reaffirms its recommendation that shareholders vote FOR the management board nominees Robert Bryce, Navjit Dhaliwal, Casey Forward, Robert Gagnon and Hans Rasmussen at the upcoming Annual General Meeting to be held on January 14, 2013 (the "Meeting").

In a letter being delivered to shareholders, the Board responds to misleading statements by Thomas Clarke, explains 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, January 10, 2013 at 10:00 a.m. Pacific Time.

Please review the Management Information Circular at www.bonterraresources.com or www.SEDAR.com and vote only the management form of proxy.  Vote today. If you have questions or seek assistance with voting your proxy, please contact our proxy solicitation agent, Georgeson toll free at: 1-866-676-3008 or via email at: This email address is being protected from spambots. You need JavaScript enabled to view it. .

Letter to Shareholders

The full text of the letter to shareholders follows:

January 8, 2013

Dear Fellow Shareholder:

With less than a week to go to our Annual General Meeting, (the “Meeting”) we are writing to underline the importance of your vote to the future of our company BonTerra Resources Inc. ("BonTerra" or the "Company") and the value of your investment.

This year's meeting, to be held on January 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. Thomas Clarke ("Clarke") is a former director of the Company and has belatedly issued a dissident circular dated December 31, 2012 (the "Dissident Circular") that purports to seek your support to remove the existing board of directors (the "Board") and vote for his slate of replacement directors.

The Dissident Circular is NOT a compliant public proxy circular and 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 Clarke has a hidden objective.  Just days before the Meeting, 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 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.

Clarke states that the nominees (the "Dissident 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 Clarke was let go by the Company was a major breach of good corporate governance by Clarke.  As set out in the Dissident Circular, 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 ("NI 43-101") compliant gold resource of 4,337,000 tonnes@ 3.53 g/t gold for a total of 492,000 ounces of gold on an inferred basis as disclosed on June 13, 2012.  The NI 43-101 complaint 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, Clarke had staked claims in the name of his private geological consulting company Twillar Resources on February 8, and June 14, of 2012 within two kilometers (2Km) of the border of the Company's Eastern Extension claims.  BonTerra considered these actions to be a breach of fiduciary duty owed by Clarke to the Company and after consultation with legal counsel confronted Clarke demanding an explanation.  In management's opinion, 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 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 Clarke.  Subsequent to Clarke's resignation, Twillar staked additional claims within the immediate area of the Company's Eastern Extension properties on November 24, 2012.

The Board is further of the view that the other hidden motive behind Clarke's actions is the fact that Clarke and the Dissident Nominees are all directors of Laurier Gold, a private resource company formed on September 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 Clarke in the section entitled "Reasons For a Change of Management" Dissident  Circular, we respond as follows:

• The Company's share price has depreciated from $.22 to $.05 representing an 77% decline in value.  We agree this is unfortunate however 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 so called mismanagement or compensation practices.  In fact, it is interesting to note that one of the two public companies that Clarke is a director of, Weststar Resources Inc. has suffered an even worse decline from $.50 in February 2012 to $.04 today.  That represents a 92% decline in value.  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.
• Clarke was terminated for the reasons described above.  The Company has replaced his expertise with two extremely capable and well regarded geologists Messrs Gagnon and 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 Collège de la Région de l'Amiante (1995) . Ordre des géologues du Québec (circa 2002), Board of Directors of the Quebec Mineral Exploration Association (circa 2009). President of the Association des prospecteurs du Nord du Québec (circa 2012) BSc., Geology from the University of Quebec (1999).  He is more than capable of handling the Company's on-going field work 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' 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 and South America, having 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, CEO 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.
• 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 Clarke's duty to use his best efforts to work with the new President.
• 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 funded (which implies that afterwards 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 fund 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 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 proceed we will do so at the earliest opportunity.
• Clarke admits that he is pursuing an IPO with Laurier Gold and a listing of same on the TSXV.  We note that this does not appear to have progressed well, and believe it is irrelevant in any event.  None of Clarke's handpicked 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 Clarke's news release, of January 7, 2013, 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 Clarke waited so long to circulate his Dissident Circular.  Even though it is dated December 31, 2012, it only came to light yesterday, January 7, 2013.  Just days before the Meeting, 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 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 doesn'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 www.bonterraresources.com or www.SEDAR.com and vote only the management form of proxy.  Vote today. If you have questions or seek assistance with voting your proxy, please contact our proxy solicitation agent, Georgeson toll free at: 1-866-676-3008 or via email at: This email address is being protected from spambots. You need JavaScript enabled to view it. .

About BonTerra Resources Inc.

BonTerra is a Canadian gold exploration company based in Vancouver, B.C. focused on continuing to expand the drill-defined gold zones on the Property, part of the world famous Abitibi Greenstone Belt in mining friendly Quebec. BonTerra has a total of three gold properties in the Urban-Barry belt: the Property, the Lavoie property and the Urban-Barry property which are all located approximately 170 km northeast of Val-d’Or and approximately 125 km southwest of Chibougamau in the Urban, Barry and Bailly townships in Québec.

ON BEHALF OF THE BOARD

BONTERRA RESOURCES INC.
"Navjit Dhaliwal”                               
Navjit Dhaliwal
President, Director
(604) 678-5308
For further information contact:
Navjit Dhaliwal
This email address is being protected from spambots. You need JavaScript enabled to view it.
www.bonterraresources.com
Tel: (604) 678-5308

Caution Concerning Forward-Looking Statements

Information included, attached to or incorporated by reference into this News Release may contain forward looking statements. All statements, other than statements of historical fact, included or incorporated by reference in this News Release are forward-looking statements, including, without limitation, statements regarding activities, events or developments that the Board expects or anticipates may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words or the negative thereof. The material assumptions that were applied in making the forward looking statements in this News Release include expectations as to the Company's future strategy and business plan and execution of the Company's existing plans. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. We caution readers of this News Release not to place undue reliance on forward looking statements contained in this News Release, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include general economic and market conditions, changes in law, regulatory processes, the status of BonTerra's assets and financial condition, actions of competitors and the ability to implement business strategies and pursue business opportunities. The forward-looking statements contained in this News Release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this News Release are made as of the date of this News Release and the Board undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law. Shareholders are cautioned that all forward-looking statements involve risks and uncertainties and for a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to the Company's filings with the Canadian securities regulators available on www.sedar.com.

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.

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