| June 25, 2009 BonTerra Resources acquires Red Mountain from Seabridge | |
| BonTerra Resources Inc (C:BTR) Shares Issued 21,754,298 Last Close 6/24/2009 $0.60 Thursday June 25 2009 - News Release Also Seabridge Gold Inc (C:SEA) News Release Mr. Mitchell Adam of BonTerra reports BONTERRA RESOURCES ANNOUNCES ACQUISITION OF RED MOUNTAIN GOLD DEPOSIT BonTerra Resources Inc. has executed a letter of intent and provided a notice to proceed with Seabridge Gold Inc. to acquire 100 per cent of Seabridge's interest in the Red Mountain property consisting of 47 claims totalling 17,125.2 hectares located near Stewart, B.C. Highlights of Seabridge's Red Mountain property include:
BonTerra President and CEO Mitch Adam said, "This acquisition brings a known, high-grade deposit together with the promising high-grade exploration results we have obtained from our immediately adjacent Willoughby property. We think this combination creates the opportunity to develop a sustainable and profitable mining operation within a low-risk political jurisdiction." Terms of the Transaction Pursuant to the terms of the letter of intent, BTR has paid a non-refundable deposit of Cdn$50,000 to Seabridge, following which Seabridge has granted an exclusive option to BTR to enter into a binding purchase agreement to acquire the Red Mountain property from Seabridge. The parties have agreed that the terms of the purchase agreement will provide for the transfer of the Red Mountain property from Seabridge to BTR, in consideration for BTR agreeing to pay Seabridge Cdn$11,950,000, comprised of Cdn$6,950,000 in cash and Cdn$5,000,000 pursuant to the issuance of a secured three year 3 per cent convertible debenture, with interest payments due semi-annually. Seabridge may elect to convert any portion of the principal amount of the convertible debenture into common shares of BTR at a conversion price equal to the offering price of the financing as described below. At maturity, any portion of the convertible debenture not converted into common shares of BTR will be paid in cash. Repayment of the convertible debenture will be secured against BTR's interest in the Red Mountain property. Closing of the Transaction Closing of the proposed transaction is subject to approval by the TSX Venture Exchange, completion of a financing in an amount necessary to cover the cash consideration of the transaction at a price of not less than Cdn$0.50 per share and receipt by Seabridge of all necessary consents, agreements and waivers of rights of first refusal required to transfer the Red Mountain property to BTR. In addition, BTR has agreed to replace the Cdn$1,000,000 reclamation deposit plus accrued interest currently held in trust in favour of the BC Ministry of Mines and Energy or, subject to Seabridge's agreement, to reimburse Seabridge with respect to the reclamation deposit and to enter into a standard assignment and assumption agreement with respect to the reclamation deposit. Willoughby property BonTerra currently has an option to earn up to a 65 per cent interest in the Willoughby property. The property sits within Seabridge's Red Mountain claim group. Highlights of historical drilling on the property include:
Information with respect to the Willoughby property contained in this press release is approved by Gerald Carlson, P. Geo., Qualified Person for BonTerra. Finder Subject to approval from the TSX Venture Exchange, the Company intends to issue common shares to one finder upon the closing of the definitive agreement in consideration for services provided by the finder with respect to the transaction. The finder is not a non-arm's-length party and such common shares will be issued pursuant to an exemption under applicable securities laws and will be subject to a hold period as required by applicable securities laws. Financing The Company would like to further announce a non-brokered unit financing in the amount of Cdn$12,000,000 at a price of Cdn$0.50 per unit, each unit consisting of one share and one share purchase warrant. Each warrant is exercisable into one common share at a price of Cdn$0.75 per share. The securities issued in the proposed financing will be subject to a hold period as required by applicable securities laws. Additional Acquisition In addition, BonTerra has executed an acquisition agreement and acquired a 100 per cent undivided interest in 9 claim units (approximately 2,917.337 Ha) located adjacent and contiguous to the Willoughby propertry and the Red Mountain property. The company feels that this constitutes a strategic acquistion as Bonterra now owns or has an interest in a large area adjacent to the Red Mountain property. Appointment of New Director BonTerra would like to announce the appointment of Graeme Sewell to the Board of Directors effective June 25, 2009 and the resignation of Robert Coltura, effective June 25, 2009. (c) 2009 Canjex Publishing Ltd. | |
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