Kaminak Gold Corporation

Kaminak Gold Corporation

June 27, 2008 16:01 ET

Kaminak Receives Shareholder and Court Approval for Spin-Out of Kivalliq Energy Corporation: Announces Closing Schedule

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 27, 2008) - Kaminak Gold Corporation (TSX VENTURE:KAM) today announced that Kaminak shareholders have approved the uranium spin-out transaction involving Kivalliq Energy Corporation, and the British Columbia Supreme Court has granted final approval. Monday, June 30th, 2008 will be the last day to acquire Kaminak shares on the TSX Venture Exchange and still receive units in Kivalliq on the closing of the spin-out. The complete expected timetable for the closing is outlined below.

- Monday, June 30th, 2008 - Last day to acquire Kaminak shares on the TSX Venture Exchange and still receive Kivalliq units on the closing of the spin-out.

- Friday, July 4th, 2008 - Spin-out transaction closes. Kaminak shareholders of record as of July 4th, 2008 are entitled to receive Kivalliq securities.

- Monday, July 7th, 2008 - Trading in Kivalliq shares expected to commence on the TSX Venture Exchange at market open under the trading symbol KIV (subject to final TSX Venture Exchange approval).

Under the spin-out transaction, Kaminak shareholders of record reflected as at the close of business on July 4th, 2008 on the register of shareholders maintained by the Kaminak registrar and transfer agent will be mailed one Kivalliq unit for every two Kaminak shares held. Each Unit comprises 0.8 of one Kivalliq share and 0.5 of one Kivalliq warrant. Each whole Kivalliq warrant will be exercisable at a price of $0.25 per Kivalliq share for a period of 30 days commencing on Friday, July 4th, 2008.

As a mechanical step of the spin-out transaction, the authorized share structure of Kaminak will also be amended, ultimately resulting in each issued common share of Kaminak being exchanged for one Class A common share of Kaminak. Certificates formerly representing Kaminak common shares will from and after the effective date of the spin-out transaction represent Kaminak Class A common shares. Any future issuance of certificates representing Kaminak Class A common shares will use the new form of share certificates with ISIN CA 48356P2026.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation is a new, uranium focused, exploration and development company. A ground-breaking Inuit partnership and the combination of Kaminak Gold Corporation's (TSX VENTURE:KAM) uranium assets spawned the creation of Kivalliq.

This unique Inuit partnership between Kivalliq and Nunavut Tunngavik Incorporated ("NTI") awarded Kivalliq the right to explore and advance the high-grade and near surface Lac Cinquante Occurrence, an 11.6 million pound historical, uranium and molybdenum occurrence (non National Instrument 43-101)(i) with grades averaging 1.03% U3O8 (see Kaminak's press release dated January 31st, 2008). In addition to hosting the Lac Cinquante Occurrence, the 250,000 acre Angilak property boasts numerous other untested occurrences of uranium +/- copper +/- silver and gold. Kivalliq is the first uranium company to be awarded the right to explore for uranium on privately-held Inuit owned land in Nunavut.

Disclosure of a technical nature contained in this release has been reviewed and approved by Dr. Rob Carpenter, Ph.D., P. Geo., the President and CEO of Kaminak, who is a Qualified Person for the purposes of National Instrument 43-101.

On behalf of the Board of Directors

Rob Carpenter, Ph.D., P. Geo., President and CEO

Kaminak Gold Corporation

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. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

(i) The quoted disclosure for the Lac Cinquante Uranium Molybdenum Occurrence was prepared by Aberford Resources Ltd. The deposit is historical and should not be relied upon since it is not compliant to standards set out in National Instrument 43-101. However, it is relevant because: it is indicative of a mineralized zone worthy of follow up exploration as it is based on drilling exploration and development carried out by what is believed to be knowledgeable explorers in accordance with acceptable industry practices at the time of the estimate. A Qualified Person has not classified historical estimates as current mineral resources/reserves, and Kaminak is not treating them as current mineral resources/reserves since work to date has not verified the historical estimates. Kaminak has not done any work to confirm these estimates but will be planning exploration programs aimed at evaluating the economic potential of the deposit and environs. It is uncertain if further exploration will result in the deposit being delineated as a mineral resource.

Certain disclosures in this release, including management's assessment of Kaminak's plans and projects and intentions with respect to a proposed spin-off, listings of securities, use of proceeds and future exploration programs, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kaminak's and Kivalliq's operations as mineral exploration companies that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects and the receipts of all necessary approvals for the proposed spin-off. Readers are cautioned not to place undue reliance on forward-looking statements. Kaminak expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

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

Contact Information

  • Kaminak Gold Corporation and Kivalliq Energy Corporation
    Tony Reda
    Investor Relations
    Toll Free: 1-888-331-2269 or (604) 646-4534
    Website: www.kaminak.com