BNE Bonterra Energy Corp

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Bonterra Energy Corp.("Bonterra") (TSX:BNE), is pleased to announce that it has
made an offer (the "Offer") to Spartan Oil Corp. ("Spartan") pursuant to which
Bonterra will acquire all of the outstanding common shares of Spartan ("Spartan
Shares") in exchange for common shares of Bonterra ("Bonterra Shares") by way of
a plan of arrangement under the Business Corporations Act (Alberta) (the
"Arrangement"). The Arrangement will result in a dominant Cardium focused light
oil producer with interests in the Greater Pembina area of Alberta. 


While negotiations are ongoing, a binding agreement has not yet been signed.
Therefore there can be no assurance that any transaction will result from these
discussions, or as to the timing, structure or terms of any transaction. 


The merger of Bonterra's and Spartan's asset bases is of strong strategic value
for both of their respective shareholders as the resulting company will have one
of the premier light-oil assets concentrated in the Pembina region, which will
be comprised of a complimentary production base and a long-term inventory of
drilling opportunities that is anticipated to drive future growth. The merger of
Spartan and Bonterra is a unique opportunity for Spartan shareholders to
participate, through their approximately 35% ownership, in an established
dividend paying company that has demonstrable history of per share production
and dividend growth through a variety of commodity cycles. The merger is
anticipated to be accretive for Bonterra on a financial and operating basis and
Bonterra expects to continue to demonstrate production per share growth and cash
flow per share growth while maintaining a strong balance sheet. 


Transaction Summary



--  Pursuant to the Offer, Spartan shareholders will receive consideration
    of 0.1169 Bonterra Shares for each Spartan Share held (the "Exchange
    Ratio"). Based on Bonterra's 30-day average closing price of $43.05, the
    implied price per Spartan Share is $5.03. 

--  As a part of the Arrangement, Bonterra has committed, subject to the
    execution of the definitive agreement and completion of the Arrangement,
    to increase its monthly dividend to $0.28 from $0.26 beginning March
    2013. Subject to the transaction closing prior to February 15, 2013,
    Spartan shareholders will also receive a $0.26 per Bonterra share
    dividend on February 28, 2013. If Bonterra sustains its current
    effective yield of 7.2% following the dividend increase, Spartan
    shareholders can potentially realize an incremental $0.43 of value per
    Spartan Share. This amount, combined with the above share consideration,
    represents a 28% premium over the implied value of Spartan's share price
    of $4.27 (as calculated by using the previous bidder's closing price as
    at December 7, 2012 and the previous bidder's proposed exchange ratio).

--  Based on the Exchange Ratio, it is currently anticipated that Bonterra
    will issue approximately 10.7 million Bonterra Shares to the holders of
    Spartan Shares.



Transaction Rationale



--  Bonterra is one of the premier dividend paying companies in the western
    Canadian sedimentary basin and has increased its monthly dividend from
    12 cents to 26 cents over the past four years. The combination of
    Spartan and Bonterra is a strategic consolidation opportunity that is
    expected to benefit both sets of shareholders. Bonterra, as demonstrated
    by its past track record of year-over-year growth on a per share basis,
    has shown a strong ability to manage Pembina Cardium assets to provide
    measured production growth while providing a sustainable dividend to its
    shareholders. 
--  Combined, Bonterra and Spartan would become one of the dominant light
    oil producers in the Pembina area with a strong asset position of low-
    risk development drilling opportunities. It is anticipated that the
    resulting company will have the following characteristics: 
    --  A combined, sustainable, high-netback, production profile of
        approximately 11,500 BOE/D (approximately 75% liquids weighting),
        post declines from flush production (with Bonterra initially
        producing approximately 8,200 BOE/D and Spartan initially producing
        approximately 4,500 BOE/D)
    --  A strong balance sheet with an expected Debt / 2013 Cash Flow of
        approximately less than 1.1x 
    --  A scalable, high quality, multi-year drilling inventory in excess of
        10 years (assuming 4 wells per section), in the heart of the Pembina
        area
--  It is anticipated that the Spartan shareholders, through their
    approximately 35% ownership in Bonterra post-Arrangement, will continue
    to realize further value creation through a measured production growth
    profile and a growth-oriented dividend policy.



Financial Advisory

AltaCorp Capital Inc. is acting as financial advisor to Bonterra in connection
with the Offer.


CAUTIONARY STATEMENTS

The term barrels of oil equivalent ("BOE") may be misleading, particularly if
used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel
(6mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. All BOE conversions in the
report are derived from converting gas to oil in the ratio mix of six thousand
cubic feet of gas to one barrel of oil.


FORWARD-LOOKING STATEMENTS

This press release contains certain statements or disclosures relating to
Bonterra that are based on the expectations of Bonterra as well as assumptions
made by and information currently available to Bonterra which may constitute
forward-looking information under applicable securities laws. All such
statements and disclosures, other than those of historical fact, which address
activities, events, outcomes, results or developments that Bonterra anticipates
or expects may, or will occur in the future (in whole or in part) should be
considered forward-looking information. In some cases, forward-looking
information can be identified by terms such as "forecast", "future", "may",
"will", "expect", "anticipate", "believe", "potential", "enable", "plan",
"continue", "contemplate", "pro-forma", or other comparable terminology. In
particular, this press release contains statements regarding the possible
acquisition by Bonterra of all of the outstanding shares of Spartan, the
indicative price of the Offer, the structure of the Arrangement, the anticipated
benefits of the Arrangement, transaction rationale and information regarding the
resulting company upon completion of the Arrangement. The foregoing statements
assume a definitive agreement will be reached between Bonterra and Spartan and
other required regulatory and shareholder approvals will be received, that there
will be no changes to the assets and liabilities of the combined entity
following the proposed Arrangement and that the anticipated benefits of and
rationale for the Arrangement will be achieved. There is no assurance that all
of the conditions to the transaction will be met and therefore there is a risk
that the transaction will not be completed in the form described above or at
all. Further, there is no assurance that the combined entity will achieve the
results set forth in this release or that the benefits of the Arrangement will
be realized. As such, many factors could cause the performance or achievement of
Bonterra to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking
statements. Because of the risks, uncertainties and assumptions contained
herein, readers should not place undue reliance on these forward-looking
statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Bonterra Energy Corp.
George F. Fink
CEO
(403) 262-5307
(403) 265-7488 (FAX)


Bonterra Energy Corp.
Robb D. Thompson
CFO
(403) 262-5307
(403) 265-7488 (FAX)
info@bonterraenergy.com

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