Strathmore Minerals Corp.
TSX VENTURE : STM

Strathmore Minerals Corp.

January 31, 2007 10:48 ET

Strathmore Plans to Spin Off Its Canadian Assets

KELOWNA, BRITISH COLUMBIA--(CCNMatthews - Jan. 31, 2007) - Strathmore Minerals Corp. (TSX VENTURE:STM) ("Strathmore") is pleased to announce that it is proposing to reorganize its mineral property assets with a view to maximizing shareholder value. In particular, Strathmore proposes to transfer all of its Canadian mineral properties and a portion of its cash into a new exploration company pursuant to a plan of arrangement. Strathmore would continue to hold the U.S. and Peruvian assets. Immediately following such arrangement, Strathmore's shareholders, other than any dissenting shareholders, would be issued shares in the new exploration company so that collectively, they would own all of the new company's shares which would be listed on the TSX Venture Exchange.

The reorganization is designed to improve the identification and valuation of specific Strathmore properties, to enhance Strathmore's ability to divest specific properties through simpler corporate ownership, to enter into strategic joint venture agreements, and to enable Strathmore to separately finance and develop its various assets, selectively reducing stock dilution.

The proposed reorganization is subject to shareholder approval by resolution approved by not less than 66 2/3 % of the votes cast and Strathmore expects to present the matter to shareholders at a special meeting. The reorganization is also subject to approval by the British Columbia Supreme Court, negotiation of definitive agreements, acceptance by the TSX Venture Exchange and other regulatory approvals. Further particulars will be announced in due course.

Strathmore is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties. Strathmore's common shares are listed on the TSX Venture Exchange under the symbol "STM".

STRATHMORE MINERALS CORP. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties. Headquartered in Kelowna, British Columbia, the Company also has U.S. based Development Offices in Riverton, Wyoming and Santa Fe, New Mexico. STRATHMORE MINERALS CORP Common Shares are listed on the TSX Venture Exchange under the symbol "STM".

This news release contains forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. For instance, the proposed plan of arrangement to reorganize Strathmore may be unsuccessful for unforeseen reasons such as an inability to obtain the necessary shareholder, regulatory or other approvals. In addition, any reorganization may be on terms that are different from those currently envisioned by the company.

This press release shall not constitute an offer of securities for sale in the United States or Canada or the solicitation of an offer to buy securities in the United States or Canada, nor shall there be any sale of the securities in any jurisdiction or state in which such offer, solicitation or sale would be unlawful.

ON BEHALF OF THE BOARD

Dev Randhawa, Chairman & CEO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

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