BonTerra Resources Inc.
TSX VENTURE : BTR

BonTerra Resources Inc.

June 25, 2009 03:01 ET

BonTerra Resources Inc.: Acquisition of Red Mountain Gold Deposit

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 25, 2009) - BonTerra Resources Inc.(TSX VENTURE:BTR) (the "Company" or "BTR") is pleased to announce that it has executed a letter of intent and provided a notice to proceed with Seabridge Gold Inc. ("Seabridge") (TSX:SEA) (NYSE Amex:SA) to acquire 100% of Seabridge's interest in the Red Mountain Property consisting of 47 claims totaling 17,125.2 hectares located near Stewart, British Columbia.

Highlights of Seabridge's Red Mountain Property include:

- High-grade deposit ( greater than 0.25 opt) of 400,000 ounces in the measured and indicated categories plus an additional 248,000 ounces in the inferred resource category;

- Approximately US$40 million spent by previous owners; Diamond drilling on the property has totaled 134,800 metres in 466 holes. In addition, 2,000 metres of underground workings have been excavated, including a 1,000-metre production-sized decline.

- Large complement of mining equipment included in the proposed sale; and

- An independent engineering study.

(See 43-101 Technical Report and the independent engineering study filed on SEDAR by Seabridge for more information)

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% 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% interest in the Willoughby property. The property sits within Seabridge's Red Mountain claim group. Highlights of historical drilling on the property include:

- 11.7 m grading 39.8 gpt gold in hole 94-15 (gpt = grams per tonne);

- 12.2 m grading 10.8 gpt gold, including 3.0 m grading 32.9 gpt gold in hole 94-27;

- 2.9 m grading 398 gpt gold in hole 95-36;

- 5.9 m grading 16.2 gpt gold in hole 95-51; and

- 13.0 m grading 13.3 gpt gold, including 3.0 m grading 31.1 gpt gold in hole 95-53.

(See 43-101 Technical Report filed on SEDAR for more information)

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% 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.

ON BEHALF OF THE BOARD

BONTERRA RESOURCES INC.

Mitchell Adam, President, Director

This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of BonTerra such as the statement that: (i) the closing of the transaction may occur; and (ii) the combination creates the opportunity to develop a sustainable and profitable mining operation within a low-risk political jurisdiction. There are numerous risks and uncertainties that could cause actual results and BonTerra's plans and objectives to differ materially from those expressed in the forward-looking information, including (i) the inability to close the transaction for any reason; (ii) the inability to close the financing; (iii) the inability to obtain exchange approval (iv) a continued downturn in general economic conditions; (v) decreased demand for minerals and lower mineral prices; (vi) the inherent uncertainties and speculative nature associated with mineral exploration; (vii) any number of events or causes which may delay or cease exploration and development of BonTerra's property interests; (viii) the risk that BonTerra does not execute its business plan; (ix) inability to finance operations and growth; and (x) other factors beyond BonTerra's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, BonTerra assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.

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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