Shear Minerals Ltd.

Shear Minerals Ltd.
Kaminak Gold Corporation

Kaminak Gold Corporation

November 14, 2005 19:07 ET

Shear and Kaminak Complete Reorganization-Kaminak Closes Private Placement

EDMONTON, ALBERTA--(CCNMatthews - Nov. 14, 2005) - Shear Minerals Ltd. (TSX VENTURE:SRM) ("Shear") is pleased to announce the completion of its reorganization whereby it has spun-out the shares of Kaminak Gold Corporation ("Kaminak") to holders of Shear common shares. In conjunction with the reorganization, Kaminak completed a non-brokered private placement of an aggregate of 5,376,385 common shares of Kaminak for gross proceeds of $1,425,954.75.

Kaminak is a new mineral exploration company formed through the combination of the non-diamond assets of privately held Hunter Exploration Group ("Hunter") together with the non-diamond assets of Shear. As a result, Kaminak will hold one of the largest land positions in Canada devoted to metallic mineral exploration. Kaminak's Nunavut and British Columbia projects offer world-class exploration potential and present exposure to strategic commodities including, gold, uranium and nickel. For more information, please visit

Leveraged Exploration Agreements

Kaminak is taking advantage of unique agreements with diamond explorers, whereby Kaminak has negotiated access to extensive technical datasets for non-diamond exploration.

Through these agreements Kaminak has gained access to over 10,500 archived till samples and 75,000 line kilometers of high-resolution airborne geophysics, as well as GIS databases, geological maps and compilations. Much of this data was collected on prospective and previously unexplored ground near the Meliadine Gold Camp in Nunavut. Till sampling has proven to be an invaluable tool for gold exploration at Meliadine and analyzing archived till samples for gold will help Kaminak generate new gold targets in this Gold District. These agreements have given Kaminak exposure to over $20 million worth of third party expenditures.

Exploration and Joint Venture Strategy

Kaminak's extensive land position and diverse property portfolio allows it to take advantage of strategic commodities, including gold, uranium and nickel.

Kaminak will minimize shareholder dilution by continuing to take advantage of its highly leveraged agreements with diamond explorers and pursuing tactical joint venture opportunities.


John Robins, P.Geo., President, Director - Mr. Robins is a graduate in geological sciences from the University of British Columbia. He has 20 years experience in mineral exploration in Canada, the United States, and Latin America as an independent exploration geologist and entrepreneur. An experienced professional with a strong background in exploration and project management, he is a principal in the Hunter Exploration Group, a private exploration and venture capital group based in Vancouver, BC.

Robert L. Carpenter, Ph.D., P. Geo., Vice-President Exploration and Director - Mr. Carpenter, is a practicing professional geologist and has been involved with all aspects of precious and base metal exploration for over 16 years. He has over ten years of experience with BHP-Billiton Ltd., Placer Dome Inc., and WMC Resources Ltd. His Ph.D. thesis was on the regional geological setting of the Meliadine Lake gold deposits located near Rankin Inlet, Nunavut. Mr. Carpenter is certified by the Association of Professional Geoscientists of Ontario and is also a Director of Brilliant Mining Corp. (TSXV).

John Williamson, P.Geol., CFO, Director - Mr. Williamson is a professional geologist registered with the Association of Professional Engineers, Geologists and Geophysicists of Alberta (APEGGA). His exploration and production experience includes precious metals (Au, Ag, PGE), base metals (Cu, Pb, Zn, Ni, Mo), diamonds and aggregate deposits. Mr. Williamson has been directly involved with raising over $30,000,000 for public companies through private placements, prospectus offerings and initial public offerings.

Pamela D. Strand, M.Sc., P. Geol., Director - Ms. Strand, obtained a B.Sc. (Geology) from the University of Toronto in 1988 and a M.Sc. from the University of Western Ontario in 1993. Since December 1997, she has been President and CEO of Shear Minerals Ltd. (TSXV), a diamond exploration company. Ms. Strand is also a Director of several other TSXV listed companies.

Gerald Prosalendis, Director - Gerald Prosalendis is a corporate strategist who specializes in financial markets, corporate development, stakeholder communications and the media.

Reorganization - Spin-out of Kaminak

In connection with the transaction:

(a) Shear issued to Hunter an aggregate of 1,500,000 common shares of Shear ("Shear Shares") at a deemed price of $0.43 per Shear Share and warrants to acquire an additional 750,000 Shear Shares at a price of $1.50 per Shear Share within one year of issuance to acquire an interest in the Hunter Properties;

(b) Kaminak issued to Hunter an aggregate of 3,000,000 common shares of Kaminak ("Kaminak Shares") at a deemed price of $0.25 per Kaminak Share and warrants to acquire an additional 3,000,000 Kaminak Shares at a price of $0.35 per Kaminak Share within two years of issuance to acquire an interest in the Hunter Properties;

(c) Shear transferred its interest in the Hunter Properties and Shear's gold properties to Kaminak for 11,225,684 Kaminak Shares;

(d) the holders of Shear Shares exchanged their Shear Shares with Shear on the basis of one new common share of Shear for each Shear Share and one Kaminak Share for each five Shear Shares, such that Shear will distribute up to all of the Kaminak Shares to holders of Shear Shares; and

(e) Kaminak closed on a non-brokered private placement of an aggregate of 5,376,385 Kaminak Shares, of which 818,588 Kaminak Shares were issued as "flow-through shares" for gross proceeds of $1,425,954.75. The flow-through Kaminak Shares were sold at a price of $0.35 per share and the non-flow-through Kaminak Shares were sold at a price of $0.25 per share.

As a result of the Shear reorganization, Kaminak is a reporting issuer in the Provinces of Alberta and British Columbia. The Kaminak Shares distributed by Shear are not subject to a restricted period. All of the 3,000,000 Kaminak Shares issued to Hunter are subject to a TSX Venture Exchange Tier 2 Value Security Escrow Agreement whereby 10% of the escrowed shares will be automatically released upon issuance of the Exchange Bulletin confirming the listing of Kaminak and thereafter, in equal tranches of 15% every 6 months over a period of 36 months. The Kaminak Shares issued pursuant to the private placement were sold in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation and are subject to a restricted period expiring on March 10, 2005.

The TSX Venture Exchange has conditionally approved the listing of Kaminak, subject to Kaminak meeting minimum listing requirements for a Tier 2 Mining Issuer and the filing of final documentation and payment of fees.

Shear Minerals Ltd. is a Canadian-based exploration company focused on diamond exploration in the Canadian North where it explores in established diamond districts and has discovered new ones. Shear currently has a portfolio of eight diamond projects, seven of which are drill-ready. The Company has advanced its 51%-owned Churchill Diamond property in Nunavut from a conceptual grassroots project to a new kimberlite district.

Kaminak Gold Corporation is a new mineral exploration company which holds one of the largest land positions in Canada devoted to metallic mineral exploration. The Company's projects offer world-class exploration potential and present exposure to strategic commodities including, gold, uranium and nickel.

This news release may contain forward looking statements, being statements which are not historical facts, including, without limitation, statements regarding potential mineralization, exploration results, resource or reserve estimates, anticipated production or results, sales, revenues, costs, "best-efforts" financings or discussions of future plans and objectives. There can be no assurance that such statements will prove accurate. Such statements are necessarily based upon a number of estimates and assumptions that are subject to numerous risks and uncertainties that could cause actual results and future events to differ materially from those anticipated or projected. Important factors that could cause actual results to differ materially from either of the Companies' expectations are in Company documents filed from time to time with the TSX Venture Exchange and provincial securities regulators, most of which are available at The Companies disclaim any intention or obligation to revise or update such statements.

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

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