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Bonterra Announces a Corporate Restructuring Including a 1:20 Share Consolidation, Changes to Management and Debt Settlement

Vancouver, British Columbia – August 13, 2014 - Bonterra Resources Inc. (TSX.V:BTR) (“Bonterra” or the "Company") announces that, as a part of a restructuring of the Company, it will consolidate all of the authorized and issued common shares of the Company (the “Common Shares”) on the basis of a one (1) post-consolidated Common Share for each twenty (20) pre-consolidation Common Shares (the “Consolidation”).  The Consolidation will remain subject to TSX Venture Exchange (the “Exchange”) approval and was previously approved by the Company’s shareholders on December 19, 2013 at a special meeting of shareholders.

The Company also announces further restructuring in the form of a change of management.  The Company has appointed P. Bradley Kitchen as Chief Executive Officer.  Mr. Kitchen will also be joining the board of directors and take on the role of Co-Chairman with Nav Dhaliwal.  Further, Hans John Rasmussen has resigned as director.  We thank Mr. Rasmussen for his service and wish him luck with his future endeavors.

Mr. Kitchen has a 25 year record consisting of investment banking and heading up corporations including the responsibility for all operations and closing structured financings for primarily resource based small, medium and large private and public companies.. Mr. Kitchen will use these skills to help Bonterrra assemble a strong team and guide the development of a systematic and methodical approach to resource exploration. Focus will be on strong corporate governance and development of a strong asset as the foundation to restructure the Company.

In connection with the Company’s effort to restructure, Bonterra has also negotiated debt settlement agreements with various creditors representing over 82% of the Company’s current payables.  These payables are related to expenses incurred through the Company’s exploration operations.  There are currently no insiders participating in this debt settlement. The outstanding debt with the creditors will be extinguished through cash and or the issuance of shares on a post-consolidation basis (the “Debt Settlement”).  The terms and conditions of this debt settlement, including total amount of debt settled, settlement price and number of shares issued, will be set post-consolidation and the Company will issue a further detailed news release at that time.

The Company would like to thank the creditors that understood not only the difficult financial position that Bonterra has been in but more importantly have allowed the company to remove most of the burdens to implementing its plan to enhance the value of our Urban-Barry Property” stated Nav Dhaliwal, President of Bonterra Resources. 

Lastly, the Company issued a news release on July 12, 2013 announcing that it had submitted samples from three drill holes to ALS Laboratories from the Company’s flagship Eastern Extension property and awaits assay results.  The Company has not yet received the results from these assays but will issue a press release upon their receipt. The reason the Company has not received the assay results for over a year is due to an outstanding payable to ALS Laboratories that the Company plans to pay once the above restructuring and future financing is complete.

The above share consolidation, appointment of Mr. Kitchen and debt restructuring are still subject to all necessary regulatory approvals.

About BonTerra Resources

BonTerra is a Canadian gold exploration company based in Vancouver, BC focused on continuing to expand its NI 43-101 compliant gold resource on its Eastern Extension 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 Eastern Extension, Lavoie and Urban-Barry properties which are located approximately 170 km NE of Val-d’Or and 125 km SW of Chibougamau in the Urban, Barry and Bailly townships in Québec.

For further information, please contact Nav Dhaliwal, President, at nav@bonterraresources.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“Nav Dhaliwal”

Nav Dhaliwal, President

604.678.5308

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.

This press release contains "forward-looking information" that is based on Bonterra’’s current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, statements with respect to Bonterra’s exploration and development plans. The words "will", "anticipated", "plans" or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Bonterra’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. Bonterra disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.

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