2013-01-07 17:04:36 -
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/07/13 -- Thomas Clarke (the "Concerned Shareholder"), has prepared a Dissident Proxy Circular proposing a Replacement Board of Directors (the "Dissidents") for BonTerra Resources Inc (the "Company" or "BonTerra"). He is soliciting Proxies to be voted at the Annual General Meeting ("AGM") of the Company to be held on January 14, 2013 at 10:00am at Suite 700-595 Burrard Street, Vancouver, British Columbia.
Together with other concerned shareholders the Concerned Shareholder has obtained the Proxy for 5.47% or 4,847,294 of the issued and outstanding common shares of Company. SHAREHOLDERS WISHING TO VOTE IN FAVOR OF THE DISSIDENT BOARD OF DIRECTORS AND WHO OWNED SECURITIES OF BONTERRA AS OF MARKET CLOSE ON DECEMBER 10, 2012 ("SHAREHOLDERS") MAY DOWNLOAD THE DISSIDENT CIRCULAR AND FORM OF GREEN PROXY AT: shareholdermeeting.twillar.com
SHAREHOLDERS MAY COMPLETE THIS FORM OF GREEN PROXY AND RETURN THEIR GREEN PROXIES TO THE CONCERNED SHAREHOLDER NO LATER THAN 5:00PM (VANCOUVER TIME) ON WEDNESDAY JANUARY 9, 2013 IN ORDER TO BE DEPOSITED WITH THE COMPANY'S TRANSFER AGENT AND BE VOTED AT THE AGM.
The Concerned Shareholder proposes to replace the current Directors of BonTerra except Mr. Robert Bryce should he wish to continue his service to the Company. The Concerned Shareholder proposes a new, highly educated, qualified and experienced Board of Directors (the "Dissident Directors") whose objectives will be to enhance shareholder value through the development of the Company's assets the resumption of exploration activities and improvement the corporate governance of the Company.
The Dissident Directors are as follows:
-- Thomas Clarke, Pr.Sci.Nat., MSc, BSc (Hons.), BSc (Director, President &
-- Bryan Loree, CMA, BA (Director, Chief Financial Officer & Corporate
-- Kevin Brewer, P.Geo., MBA, BSc (Hons.) (Independent Director &
-- Jose Perez, B.Com. (Independent Director & Corporate Development)
Each of Messrs. Clarke, Loree, Brewer & Perez has consented to act as a Director of BonTerra.
The concerned shareholders, after reviewing the management information circular (the "Management Circular") have lost confidence in the current Board of Directors and management of BonTerra.
There has been a dramatic increase in the compensation paid to Officers of the Corporation while BonTerra's stock price has collapsed nearly 80% between December 31, 2011 and December 31, 2012.
During 2011 the Corporation has raised a total of $1,852,199 in two financings as disclosed on www.sedar.com. Little if any of these funds seem to have been invested in exploration. An announced Private Placement has not been completed. This might be detrimental to the Corporation.
During the year major changes have been made to the Board of BonTerra which appear to represent a significant change of corporate culture and a move away from focusing efforts on creating shareholder value by not actively working the Company's Quebec gold Properties (the "Properties").
The Concerned Shareholder feels that in light of management's failure to practice prudence in tough market conditions, failure to advance the Company's Properties and unnecessary dilution of BonTerra's share capital he is within his rights to publically file a Dissident Proxy Circular and solicit GREEN PROXIES in the support of the election of the proposed slate of Dissident Directors.
EVEN IF YOU HAVE ALREADY VOTED IN FAVOUR OF MANAGEMENT'S NOMINEES AND RESOLUTIONS, YOU MAY CHANGE YOUR VOTE BY SUBMITTING A GREEN PROXY WITH A LATER DATE.
Brief biographical details regarding the proposed nominees of the Concerned Shareholder are set out below.
Thomas Clarke, Pr.Sci.Nat., MSc. (Director, President & Geologist)
Mr. Clarke is a geologist and Qualified Person ("QP") as defined by NI 43-101. He served as a Director and QP geologist for BonTerra from May 2010 to October, 2012. During his tenure, BonTerra defined an initial NI 43-101 compliant resource (the "Resource") of 492,000 ounces of gold in the inferred category at a 1 gram per tonne ("g/t") cut off grade (4,337,000 tonnes @ 3.53 g/t). He has intimate knowledge of BonTerra's "Properties" and extensive Quebec connections. Thomas is a geologist holding a BSc. (Honours) and MSc in Geology from the University of the Witwatersrand as well as a BSc in Geography from the University of Lethbridge. He started his career by working in all three limbs of the Bushveld Complex (South Africa). Since then he has worked in Russia (PGM), Madagascar (Gold) Yukon (W-Mo Skarn), Guyana (stock work veins), Peru (Copper-Silver-Gold), Alberta (Oil Sands) and lode gold projects in Canada's Red Lake, Abitibi & Rice Lake Greenstone Belts. Mr. Clarke has been a Director of public companies since 2010. Thomas is currently a Director of WestStar Resources (WER.V) and Clear Mountain Resources (CY.V) as well as several private mining focused companies including Laurier Gold Corporation. He is currently in the final stages of registering as a P.Geo with APEGBC.
Bryan Loree, CMA., BA and (Director, Chief Financial Officer & Corporate Secretary)
Mr. Loree is a Certified Management Accountant and is also the CFO of Rockland Minerals (RL.V). Rockland is focused on exploring for platinum and base metals in Quebec's Labrador trough. Bryan has extensive financial reporting and compliance experience. Since 2005 he has held numerous accounting roles for private companies in various industries including, renewable energy, mineral exploration, and construction. During this time he has also performed capital raising activities for both private and public companies, primarily in the exploration and renewable energy sectors. Prior to entering the accounting field, Mr. Loree spent three years as an investor relations manager for public exploration companies and two years in the banking industry. Mr. Loree holds a Certified Management Accountant designation, a Financial Management Diploma from the British Columbia Institute of Technology, and a BA from Simon Fraser University. Mr. Loree has been a Director of public companies since 2010.
Kevin Brewer, P.Geo., MBA, BSc (Hons) (Independent Director & Geologist)
Mr. Brewer is a seasoned veteran in the mining industry with over 25 years of experience and a QP as defined by NI 43-101. Kevin is registered as a professional geoscientist in the Yukon, British Columbia and Newfoundland & Labrador. Kevin specializes in mineral exploration and project management. He currently manages exploration programs for several junior companies. Mr. Brewer has been responsible for completing economic assessment and prefeasibility studies on potentially major mining projects and is highly experienced in the design and implementation of environmental baseline investigations. Kevin has lectured extensively in business management at several universities and colleges. He holds an MBA and BSc. (Honours) in geology & biology from the Memorial University of Newfoundland.
Jose Perez, B.Com. (Independent Director & Corporate Development)
Mr. Perez, originally from Montreal, has over 15 years of experience working in the financial industry and is fluent in English, French and Spanish. After graduating from McGill University he began his career at Canada Trust and then moved on to Union Securities Ltd. as a trader and investment. Since 2002 Mr. Perez has been providing corporate development and investor relations services to reporting and non-reporting companies. Jose's key skills are the design, Implementation and evaluation of investor relations and marketing programs, corporate communications as well as orchestrating financings for public and private companies.
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