Shear Minerals Ltd.
TSX VENTURE : SRM

Shear Minerals Ltd.

December 06, 2007 12:27 ET

Shear Minerals Ltd. Announces Private Placement

EDMONTON, ALBERTA--(Marketwire - Dec. 6, 2007) - Shear Minerals Ltd. ("Shear") (TSX VENTURE:SRM) today announced that it will be offering on a non-brokered private placement basis (the "Offering") up to 4,000,000 flow through common shares of Shear ("FT Shares") at a price of $0.75 per FT Share for aggregate gross proceeds of $3,000,000 million if the Offering is fully subscribed. The price was established by Shear based on its 10-day closing price average. Insiders of Shear may participate in the Offering.

The FT Shares will be offered to qualified purchasers in reliance upon exemptions from the prospectus and registration requirements of applicable jurisdictions. The Offering is subject to certain conditions, including regulatory approval. The proceeds from the sale of FT Shares will be used to incur expenditures which qualify as Canadian Exploration Expenses and will be spent primarily on Shear's Churchill Diamond Project in Nunavut.

Subject to regulatory approval, Shear will pay a finder's fee to brokers or other third parties (a "Finder") consisting of: (a) cash equal to 6.5% of the gross proceeds realized from sales made to purchasers referred to Shear by the Finder; and (b) non-transferable warrants entitling the Finder to acquire that number of common shares of Shear ("Common Shares") equal to 7% of the FT Shares sold to purchasers referred to Shear by such Finder, at a price of $0.75 per Common Share at anytime within 24 months following closing of the Offering.

The MineralFields Group has expressed interest for up to $2,000,000 of the Offering. MineralFields Group (a division of Pathway Asset Management) is a Toronto-based mining fund that offers its tax-advantaged super flow-through limited partnerships to investors in Canada as well as hard-dollar resource limited partnerships.

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 58%-owned Churchill Diamond property in Nunavut from a conceptual grassroots project to a new kimberlite district.

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

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