Shear Minerals Ltd.
TSX VENTURE : SRM

Shear Minerals Ltd.

December 19, 2008 18:17 ET

Shear Minerals Ltd. Closes $1.18 Million Private Placement

EDMONTON, ALBERTA--(Marketwire - Dec. 19, 2008) - Shear Minerals Ltd. ("Shear") (TSX VENTURE:SRM) today announced that it has closed a non-brokered private placement of 770,000 units ("Units") at a price of $0.07 per Unit and 16,205,000 flow-through Units of Shear ("FT Units") at a price of $0.07 per FT Unit for aggregate gross proceeds of $1,188,250. Each Unit consisted of one common share of Shear ("Common Share") and one non-transferable share purchase warrant ("Warrant"). Each FT Unit consisted of one Common Share issued as a "flow-through share" under the Income Tax Act (Canada) ("FT Share") and one half of a Warrant. Each whole Warrant entitles the holder to acquire an additional Common Share at a price of $0.20 at any time within 24 months of issuance.

The FT Units and Units were sold to qualified purchasers in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The proceeds from the sale of FT Units 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.

In connection with the private placement and in accordance with regulatory requirements, Shear paid an aggregate of $59,735 cash (representing 7% of the proceeds from Units and FT Units sold to purchasers referred by finders) and issued non-transferable share purchase warrants ("Finder's Warrants") to acquire an aggregate of 853,350 Common Shares (representing 7% of the Units and FT Units sold to purchasers referred by finders) to arm's length parties. The Finder's Warrants are exercisable at a price of $0.10 per Common Share within two years of issuance and were issued in reliance upon exemptions from the registration and prospectus requirements of applicable securities legislation.

The FT Shares, Common Shares and Warrants comprising the Units and FT Units, Finder's Warrants and Common Shares issuable upon exercise of the Warrants and Finder's Warrants are subject to a four (4) month restricted period which expires on April 20, 2009. The TSX Venture Exchange has conditionally accepted the private placement and finder's fees.

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 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 either of the Companies' expectations are in Company documents filed from time to time with the TSX or the TSX Venture Exchange and provincial securities regulators, most of which are available at www.sedar.com. 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.

Contact Information

  • Shear Minerals Ltd.
    Pamela Strand, P. Geol.
    President
    (780) 435-0045 or Toll Free: 1-866-298-9695
    Website: www.shearminerals.com