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    THE U.S./CALGARY, May 7 /CNW/ - Bonterra Oil & Gas Ltd. (TSX:BNE) (the "Company")
today announced that it has now entered into an agreement with a syndicate of
underwriters co-led by Research Capital Corporation and J.F. Mackie & Company
Ltd. (the "Underwriters"), whereby the Underwriters will purchase, on a bought
deal basis, 890,000 common shares of the Company (each a "Common Share") at a
price of $16.85 per Common Share for proceeds of approximately $15,000,000
(the "Offering").
    The Underwriters shall also have the option, but not the obligation,
exercisable at any time prior to the closing date of the Offering to increase
the size of the Offering by purchasing, as principals on a bought-deal basis,
up to approximately an additional $3,000,000 in Common Shares, on the same
terms as the Offering (the "Underwriter's Option"). If the Underwriters'
Option is exercised, the total deal will amount to approximately $18,000,000
in gross proceeds.
    The Offering is scheduled to close on or about May 27, 2009 and is
subject to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of The Toronto Stock Exchange.
    In consideration for their services, the Underwriters will receive a cash
commission of 5.0% of the gross proceeds of the Offering, including any Common
Shares that are sold pursuant to the exercise of all of, or part of, the
Underwriters' Option.
    The net proceeds received by the Company from the sale of the Offering
will be used to reduce debt, to conduct exploration activities on the
Company's oil and gas properties and for general working capital.
    Bonterra Oil & Gas Ltd. is a conventional oil and gas corporation with
operations in Alberta, Saskatchewan and British Columbia. The Common Shares
are listed on The Toronto Stock Exchange under the symbol "BNE".
    This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States of America. The
securities have not been and will not be registered under the United States
Securities Act of 1933 (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to U.S.
Persons (as defined in the U.S. Securities Act) unless registered under the
U.S. Securities Act and applicable state securities laws, or an exemption from
such registration is available.

    Cautions Regarding Forward-Looking Statements

    Forward-looking statements (often, but not always, identified by the use
of words such as "expect", "may", "could", "anticipate" or "will" and similar
expressions) may describe expectations, opinions or guidance that are not
statements of fact. Forward-looking statements are based upon the opinions,
expectations and estimates of management of Bonterra as at the date the
statements are made and are subject to a variety of known and unknown risks
and uncertainties and other factors that could cause actual events or outcomes
to differ materially from those anticipated or implied by such forward-looking
statements. Those factors include, but are not limited to risks, uncertainties
and other factors that are beyond the control of Bonterra, risks associated
with the oil & gas industry, commodity prices and exchange rate changes,
operational risks associated with exploration, development and production
operations, delays or changes in plans, risks associated with the uncertainty
of reserve estimates, health and safety risks and the uncertainty of estimates
and projections of production, costs and expenses. In light of the risks and
uncertainties associated with forward-looking statements, readers are
cautioned not to place undue reliance upon forward-looking information.
Assumptions relating to certain forward-looking information contained in this
press release are set out herein. Although Bonterra believes that the
expectations reflected in the forward-looking statements set out in this press
release or incorporated herein by reference are reasonable, it can give no
assurance that such expectations will prove to have been correct. The
forward-looking statements of Bonterra contained in this press release, or
incorporated herein by reference, are expressly qualified, in their entirety,
by this cautionary statement.