Shear Minerals Ltd.

Shear Minerals Ltd.

December 09, 2009 18:15 ET

Shear Minerals Ltd. Announces Private Placement Offering

EDMONTON, ALBERTA--(Marketwire - Dec. 9, 2009) - Shear Minerals Ltd. (TSX VENTURE:SRM) ("Shear") today announced that it will be offering on a non-brokered private placement basis for aggregate gross proceeds of up to $500,000 (the "Offering"):

(a) units ("Units") at a price of $0.05 per Unit. Each Unit will consist of
one common share of Shear ("Common Share") and one non-transferable
share purchase warrant ("FT Warrant") entitling the holder to acquire
one additional Common Share to be issued as a "flow-through share" at
a price of $0.10 at any time within 12 months of issuance; and

(b) units ("FT Units") at a price of $0.07 per FT Unit. Each FT Unit will
consist of one Common Share to be issued as a "flow through share" and
one half of one non-transferable share purchase warrant ("Warrant").
Each whole Warrant will entitle the holder to acquire an additional
Common Share at a price of $0.15 at any time within 12 months of

The Units and FT Units will be offered to qualified purchasers in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The Offering is subject to certain conditions, including regulatory approval. The proceeds from the sale of FT Units will be used to incur expenditures which qualify as Canadian Exploration Expenses and will be spent on Shear's Canadian diamond and gold projects. Insiders of Shear will participate in the Offering.

Subject to approval by the TSX Venture Exchange and applicable securities legislation, Shear may pay brokers or other third parties (a "Finder") a 7% cash finder's fee and issue non-transferable share purchase warrants ("Finder's Warrants") to acquire Common Shares equal to 7% of the Units and FT Units sold to purchasers referred to Shear by a Finder. Each Finder's Warrant will entitle the Finder to acquire one Common Share at a price of $0.10 at any time within 12 months of issuance.

Shear 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. Shear has advanced its flagship (62.3% ownership) Churchill Diamond Project from a conceptual idea to an expanding diamond district hosting 88 kimberlites in the Kivalliq region of Nunavut.

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 Shear's expectations are in its documents filed from time to time with the TSX Venture Exchange and provincial securities regulators, most of which are available at Shear disclaims any intention or obligation to revise or update such statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Shear Minerals Ltd.
    Pamela Strand, P. Geol.
    (780) 435-0045 or 1-866-298-9695