Canadian Shield Resources Ltd.
TSX VENTURE : EXP

Canadian Shield Resources Ltd.

December 16, 2009 15:13 ET

Canadian Shield Proposed Private Placement Financing

TORONTO, ONTARIO--(Marketwire - Dec. 16, 2009) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Canadian Shield Resources Ltd. (TSX VENTURE:EXP) ("Canadian Shield" or the "Company") is pleased to announce a proposed non-brokered private placement offering of up to 2,250,000 Units at $0.80 per Unit for gross proceeds of up to $1,800,000. Each Unit is comprised of one common share and one-half of a non-transferable Warrant. Each whole Warrant entitles the holder to purchase one common share at an exercise price of $1.20 per share for a period of 18 months from the date of closing of the private placement offering. The Warrant is callable, at the option of Canadian Shield, four months after the date of closing in the event its common shares trade at or over $1.60 per share for 10 consecutive trading days. The number of common shares issuable if the private placement is fully subscribed and all Warrants are exercised is 3,375,000 common shares for gross proceeds of $3,150,000.

Under the private placement offering the Company may make an over allotment of up to 250,000 Units for additional gross proceeds of up to $200,000.

Qualified finders will be paid finders' fees of up to 5% of the gross proceeds from the Units placed by the finder and up to 112,500 Compensation Warrants. Each Compensation Warrant entitles the finder to purchase one common share at an exercise price of $1.20 per share for a period of 18 months from the date of closing of the private placement offering. The Compensation Warrants are callable, at the option of Canadian Shield, four months after the date of closing in the event the common shares trade at or over $1.60 per share for 10 consecutive trading days.

The strike price for the Units and the Compensation Warrants was reserved with the TSX Venture Exchange on November 17, 2009. The offering is being made under the TSX Venture Exchange Private Placement Policy and is subject to regulatory approval.

The proceeds of the offering will be used for:

  1. exploration program respecting Regional Andean Gold Exploration Program (announced in the Company's press release issued December 15, 2009);
  2. property acquisitions;
  3. working capital and general corporate purposes.

About Canadian Shield Resources Ltd. (TSX VENTURE:EXP)

Canadian Shield is a precious metals exploration and development company focused on strategically-located properties in Peru and Chile. Canadian Shield has seven precious metal exploration projects in Peru and one in Chile. The Company's shares are listed on the TSX Venture Exchange (Trading Symbol TSX VENTURE:EXP). Further information is available at Canadian Shield's website: www.canadianshieldresources.com.

Forward-Looking Statements

This news release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives or expected results of Company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Future drilling may fail to confirm economic mineral accumulations on current targets or discoveries. Important factors that could cause actual results to differ materially from the Company's expectations are the risks and uncertainties inherent in resource exploration and development detailed from time to time in the filings made by Company with securities regulators.

No securities commission or other regulatory authority has approved or disapproved the information contained herein.

The TSX Venture Exchange and its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts no responsibility for the adequacy or accuracy of this release.

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