Kensington Resources Ltd.

Kensington Resources Ltd.

September 28, 2005 09:00 ET

Kensington Resources Announces Mailing of Management Proxy Circular and Restatement of Financial Results for the Six Months Ended June 30, 2005

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Sept. 28, 2005) - Kensington Resources Ltd. (the "Company" or "Kensington") (TSX VENTURE:KRT)(TSX VENTURE:KRT.WT) today announced that it has mailed the management proxy circular to its securityholders (including common shareholders, option holders, warrant holders and broker warrant holders) in connection with the Company's previously announced proposed Plan of Arrangement (the "Arrangement") with Shore Gold Inc. ("Shore").

"The Special Committee of Kensington's Board of Directors has received a fairness opinion from BMO Nesbitt Burns Inc. stating that the consideration to be received under the Arrangement is fair, from a financial point of view, to Kensington shareholders. However, individual shareholders are encouraged to understand the consequences of the Arrangement to them," states Robert A. McCallum President and CEO of Kensington Resources Ltd. "We believe that the proposed Arrangement offers Kensington shareholders an opportunity to receive a premium for their Kensington shares, and an opportunity to participate in what is expected to become one of Canada's leading diamond companies."

Under the terms of the Arrangement, Shore will acquire all of the issued and outstanding common shares of Kensington in consideration for the issuance of 0.64 Shore common shares for each common share of Kensington. In addition, all of the outstanding options and warrants of Kensington will be transferred to Shore in exchange for options and warrants of Shore and all of the outstanding broker warrants of Kensington will, in accordance with their terms, entitle their holders to purchase securities of Shore at the same ratio as the exchange ratio for the common shares. The Board of Directors of Kensington unanimously recommends that securityholders vote in favour of the Arrangement. Completion of the transaction is conditional on approval from a minimum of 66 2/3% of the votes cast at the Kensington securityholders' meeting scheduled for October 21, 2005, and on the receipt of all necessary regulatory and court approvals. Upon completion of the Arrangement, Shore will have approximately 145 million shares outstanding (approximately 162 million fully diluted) and the basic ownership split will be approximately 65% Shore and 35% Kensington.

All securityholders of Kensington are urged to read the management proxy circular as well as any other documents incorporated by reference in the circular (including a technical report dated September 8, 2005 titled "Summary of Exploration and Evaluation of the FALC Kimberlite Field, East-Central Saskatchewan", prepared by Brent Jellicoe, P. Geo, the Company's Exploration Manager and a "Qualified Person" as defined in National Instrument 43-101) and filed or to be filed with the applicable regulatory authorities in Canada and available on SEDAR at

Securityholders may obtain a copy of the circular, without charge, on the Company's website at, on SEDAR at or by contacting Kensington Resources Ltd. at 1-888-514-7859. Securityholders are also encouraged to call our proxy solicitation agent, Georgeson Shareholder, at 1-866-860-6283 with any questions.

Kensington also reports that following a review of the second quarter financial statements by its auditors in connection with the proposed Arrangement with Shore, it was determined that two items in the interim financial statements filed with the applicable regulatory authorities in Canada on August 29, 2005 should be adjusted. Stock-based compensation had been overstated and future income taxes connected to flow through share issues has been understated and required reclassification pursuant to Canadian generally accepted accounting principles. As a result, the financial statements and management's discussion and analysis for the six months ended June 30, 2005 have been restated. The impact of these adjustments is summarized as follows:

As originally reported As restated
Future income taxes $ - $ 361,547
Total assets 49,450,536 51,141,303
Contributed surplus 2,900,185 1,604,046
Stock-based compensation 2,387,494 1,091,354
Future income tax recovery (1,068,600) 361,547
Net loss for the period (4,238,555) (1,512,268)
Net loss per share (0.06) (0.02)
Renouncement of tax
deductibility relating
to flow through shares - (1,068,600)

The restatement does not affect the cash flow or liabilities and has no significant effect on the operations or financial position of the Company. The restated financial statements and management's discussion and analysis for the six months ended June 30, 2005 have been filed with the applicable regulatory authorities in Canada and are available on SEDAR at and on the Company's website at

Kensington Resources Ltd. is an exploration and mine development company currently focused on the high potential Fort a la Corne Diamond Project in Saskatchewan. The management team includes strong technical expertise and is committed to reaching a diamond producer status for the realization of shareholder value. The Fort a la Corne Diamond Project is a joint venture among Kensington Resources Ltd. (42.245%), De Beers Canada Inc. (42.245%), Cameco Corporation (5.51%) and UEM Inc. (carried 10%). After fifteen years of exploration at Fort a la Corne, the joint venture partners have entered into an accelerated results-driven advanced exploration and evaluation phase targeted on reaching a pre-feasibility decision in 2008. The Fort a la Corne Diamond Project includes 63 identified kimberlite bodies within the largest diamondiferous kimberlite cluster in the world.

FORM 20-F FILE #0-24980


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

Contact Information