BNE Bonterra Energy Corp

In conjunction with today's conference call and webcast, Bonterra Energy Corp.
(TSX:BNE) (Bonterra) is releasing key pro forma data with regard to the
Definitive Agreement whereby Bonterra has agreed to acquire all of the issued
and outstanding common shares of Spartan.




Pro Forma Capitalization:   Pre-Consolidation       Post-Consolidation      
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Fully Diluted Shares        19.9 million            30.6 million            
Market Capitalization(1)                            $1.3 billion            
Enterprise Value(1)                                 $1.5 billion            
Pro Forma Net Debt                                  $175 million            
Monthly Dividend After Closing (Commencing March                            
2013)                                               $0.28 per share         
Pro Forma Tax Pools (2017 Tax Horizon)              $570 million            
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Pro Forma Corporate Profile:                                                
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Oil and Liquids Weighting                           77%                     
                                                   greater than 600       
Drilling Locations                                  horizontal locations    
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2013 Outlook:                                                               
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Average Production                                  12,000 BOE per day      
Operating Netbacks(2)                               $43.78 per BOE(3)       
Forecast Cash Flow From Commodities                 $192 million            
Capital Program                                     $90 million             
Dividend Payments ($0.28 per share effective March                          
31, 2013)                                           $99 million             
Beginning Net Debt                                  $175 million            
Ending Net Debt                                     $170 million            
2013 Ending Net Debt / Cash Flow                    Less than 1.0 x         
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(1) Based on the December 14, 2012 closing price of $42.75 per share.

(2) Assumes Cdn $81.88 average realized oil price and $3.54 AECO for natural gas
(includes $0.24 for positive quality adjustment), 10.2% royalty, $12.45 per BOE
operating cost and $2.92 per BOE G&A and interest cost. 


(3) For every $5.00 realized oil price change (no change to natural gas price),
cash flow will change by approximately $15 million and the debt to cash flow
ratio will change by approximately 0.15 (pro forma of 1 to 1 will change to 1.13
to 1 or 0.82 to 1).


We invite all interested parties to join us on the upcoming conference call with
details as follows: 




Date: Monday, December 17, 2012                                             
Time: 8:30 a.m. MST (10:30 a.m. EST)                                        
Dial-in: 416-340-2216 or toll free in North America 1-866-226-1792          
Webcast: http://www.gowebcasting.com/4037                                   



An archived recording of the conference call will be available until December
24, 2012 by dialing toll-free 1-800-408-3053 (Toronto local dial 905-694-9451)
and entering pass code 1312324. The conference call will also be archived on the
Bonterra website at www.bonterraenergy.com.


Through the combination, Bonterra and Spartan will hold an enviable suite of
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. Bonterra, as
demonstrated by its past track record of increasing dividends and 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. Bonterra's common shares are traded on
the Toronto Stock Exchange under the symbol BNE. 


For further information about Bonterra, please visit our website at
www.bonterraenergy.com.


Cautionary Statements

Certain statements contained in this press release include statements which
contain words such as "anticipate", "could", "should", "expect", "seek", "may",
"intend", "likely", "will", "believe" and similar expressions, statements
relating to matters that are not historical facts, and such statements of our
beliefs, intentions and expectations about development, results and events which
will or may occur in the future, constitute "forward-looking information" within
the meaning of applicable Canadian securities legislation and are based on
certain assumptions and analysis made by us derived from our experience and
perceptions. Forward-looking information in this press release includes, but is
not limited to: expected cash provided by continuing operations; future capital
expenditures, including the amount and nature thereof; oil and natural gas
prices and demand; expansion and other development trends of the oil and gas
industry; business strategy and outlook; expansion and growth of our combined
business and operations; and maintenance of existing supplier and partner
relationships; supply channels; accounting policies; credit risks; and other
such matters. Forward-looking information in this press release also includes,
but is not limited to, timing for completion of the transaction with Spartan and
the timing and amount of future dividend payments by Bonterra. In addition to
other factors and assumptions which may be identified in this press release,
assumptions have been made regarding and are implicit in, among other things,
the timely receipt of any required regulatory approvals (including Court and
shareholder approvals).


All such forward-looking information is based on certain assumptions and
analyses made by us in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances. The risks,
uncertainties, and assumptions are difficult to predict and may affect
operations, and may include, without limitation: foreign exchange fluctuations;
equipment and labour shortages and inflationary costs; general economic
conditions; industry conditions; changes in applicable environmental, taxation
and other laws and regulations as well as how such laws and regulations are
interpreted and enforced; the ability of oil and natural gas companies to raise
capital; the effect of weather conditions on operations and facilities; the
existence of operating risks; volatility of oil and natural gas prices; oil and
gas product supply and demand; risks inherent in the ability to generate
sufficient cash flow from operations to meet current and future obligations;
increased competition; stock market volatility; opportunities available to or
pursued by us; and other factors, many of which are beyond our control. The
foregoing factors are not exhaustive.


Actual results, performance or achievements could differ materially from those
expressed in, or implied by, this forward-looking information and, accordingly,
no assurance can be given that any of the events anticipated by the
forward-looking information will transpire or occur, or if any of them do so,
what benefits will be derived therefrom. Except as required by law, Bonterra
disclaims any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise.



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. 


The forward-looking information contained herein is expressly qualified by this
cautionary statement.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, nor shall there be any sale of
the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The Bonterra Shares to be offered have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended and may not be
offered or sold in the United States or to a U.S. person absent registration or
an applicable exemption from the registration requirements.


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


Bonterra Energy Corp.
Robb D. Thompson
CFO and Secretary
(403) 262-5307
(403) 265-7488 (FAX)


Bonterra Energy Corp.
Kirsten Lankester
Manager, Investor Relations
(403) 262-5307
(403) 265-7488 (FAX)
info@bonterraenergy.com
www.bonterraenergy.com

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