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Bonterra Energy Corp. Announces $38.4 Million Private Placement to Existing Shareholders

Bonterra Energy Corp. ( (BNE.TO) (the “Corporation” or “Bonterra“) is pleased to announce that it intends to complete a non-brokered private placement of up to 1,200,000 common shares of the Corporation (“Common Shares“) at a price of $32.00 per Common Share for aggregate gross proceeds of up to $38.4 million (the “Offering“). The Offering price of $32.00 represents approximately a 2.7% ($0.90) discount from the closing price of the Common Shares on June 5, 2015. Subject to certain limitations described below, the Offering is open to all existing holders of Common Shares resident in Canada (“Existing Shareholders“).

The Corporation is offering the Common Shares to Existing Shareholders under the “existing security holder” prospectus exemption in all Canadian jurisdictions. Any Existing Shareholder resident in Canada as at June 5, 2015 (the “Record Date“) will be eligible to purchase Common Shares under the Offering. The majority of the members of senior management and the Board of Directors have advised the Corporation of their intention to subscribe for Common Shares under the Offering.

Existing Shareholders wishing to subscribe for Common Shares will need to complete a detailed subscription form as better described below (the “Subscription Form“) and represent in writing that they meet certain requirements, including that they were, on or before the Record Date, and still are, a holder of Common Shares. Pursuant to the securities rules applicable to this type of offering, in order for an Existing Shareholder to subscribe for more than $15,000 (469 Common Shares), the Existing Shareholder needs to obtain advice from a registered investment dealer in the jurisdiction of their residence regarding the suitability of this investment. The minimum amount for which a subscriber may subscribe for under the Offering is $3,200, or 100 Common Shares, which number of Common Shares represents a board lot.

The Offering will remain open until 4:00 p.m. (Calgary time) on June 29, 2015 (the “Expiry Time”).

In the event that there is an over-subscription of Common Shares under the Offering, the Corporation will allocate subscriptions in accordance with a two-step process. First, each Existing Shareholder (together with its associates and affiliates) subscribing for in excess of 240,000 Common Shares (20% of the Offering) (a “Material Subscriber“) will have its subscription reduced in the following manner: (1) initially on a pro-rata basis (together with all other Material Subscribers) to an amount that results in the total subscriptions for Common Shares under the Offering equaling 1,200,000 provided such reduction does not result in any Material Subscriber receiving less than 240,000 Common Shares; and (2) in the event that, following such initial reduction of each Material Subscriber to 240,000 Common Shares, there is still an over-subscription under the Offering, the Corporation will conduct a second round of reductions, wherein all Existing Shareholder’s subscription amounts will be reduced pro-rata based on the aggregate number of Common Shares subscribed for under the Offering. The subscriptions of the Material Subscribers reduced to 240,000 Common Shares in the initial adjustment will participate in the second pro-rata reduction based on their reduced amount of 240,000 Common Shares. Notwithstanding the foregoing, no Existing Shareholder’s subscription will be reduced below 100 Common Shares.

A duly completed Subscription Form and payment in full for the total subscription amount must be received by the Corporation on or before the Expiry Time in order to be acted on by the Corporation. Copies of the Subscription Form are available by contacting the person and in the manner set out below, or by visiting the Corporation’s website. Please note that funds will only be accepted in the form of wire transfer (the particulars of which are set out in the Subscription Form), or by certified cheque or bank draft.

Many shareholders do not hold their Common Shares of the Corporation in their own name. If an Existing Shareholder’s Common Shares are listed in an account statement provided to the Existing Shareholder by a broker or other investment dealer, then in almost all cases those shares will not be registered in the Existing Shareholder’s name on the records of the Corporation. Such shares will more likely be registered under the name of the broker or investment dealer, or their agents. Existing Shareholders are advised to contact their broker, investment dealer or other agent through which they hold their Common Shares if they have any questions regarding this Offering or how to subscribe as the Corporation cannot accept subscriptions other than through registered holders.

Proceeds of the offering (prior to deduction of costs and fees incurred) will be up to $38.4 million. It is anticipated that 50% of such proceeds will be used to fund ongoing drilling operations on the Corporation’s Cardium lands in Alberta, and 50% will be used to reduce debt. Although the Corporation intends to use the proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Corporation will apply the proceeds of the Offering to the above uses in priority and in such proportions as the Board of Directors and management of the Corporation determine is in the best interests of the Corporation.

The Corporation will pay a fee of 1.5% of the proceeds raised through registered investment dealers in accordance with applicable law. The Common Shares issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of issue. The Offering is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX. There is no minimum offering size for the Offering.

Bonterra Energy Corp. is a conventional oil and gas corporation with operations in Alberta, Saskatchewan and British Columbia. The shares are listed on The Toronto Stock Exchange under the symbol “BNE”.

To obtain a copy of the Subscription Form, please go to the Corporation’s website and click on “Subscription Form”.

For further information regarding obtaining a copy of the Subscription Form, the subscription process or any other aspect of the Offering, please see contact information below.

Forward-looking Information

Certain statements contained in this 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. In particular, this press release contains statements regarding the timing and completion of the Offering, the size of the Offering, the use of proceeds of the Offering, the payment of finders’ fees, the receipt of certain regulatory approvals and the allocation of subscriptions in the event of an over subscription. The foregoing statements assume that the Offering will be completed in a timely manner, certain approvals will be obtained, that the size of the Offering will be sufficient to permit the proceeds to be used as set out and that Bonterra’s operations and program for the following year remain unchanged. 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.

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, what benefits will be derived there from. 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 forward-looking information contained in this release is expressly qualified by this cautionary statement.

The TSX does not accept responsibility for the accuracy of this release.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. This news release is not an offer for sale within the United States of any Common Shares or other securities of Bonterra. Any offering of securities of Bonterra will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under U.S. securities laws or an applicable exemption from registration under such laws. These securities may not be sold in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.