Callinan Amends Terms of Private Placement

VANCOUVER - Callinan Mines Limited ("Callinan") (CAA-TSX.V) announces that, further to its news release dated October 25, 2010, it has amended the pricing terms of its private placement of two million units to Mr. Roland Butler. In October 2010, Mr. Butler was appointed Vice President of Callinan Mines and to its Board of Directors and, upon closing the private placement, he will become a significant shareholder of Callinan Mines.

Spin Out Proposal

Following a proposed reorganization of Callinan's assets (the Spin Out Proposal) whereby Callinan will form a new exploration company (NewCo), Callinan plans to continue as a royalty company with Mr. Butler as the chief executive officer. Callinan's strategy will be to engage in early stage royalty creation through prospect generation and financing complemented by selective royalty acquisitions.
Under the terms of the Spin Out Proposal, existing Callinan shareholders will receive the same percentage interest in Newco as they presently hold in Callinan such that, following the implementation of the Spin Out Proposal, the shareholders will hold shares in two companies, existing Callinan and newly incorporated Newco. Callinan's royalty assets and its War Baby mineral claim will be held by Callinan and its current exploration assets will be held by Newco. The Spin Out Proposal is subject to regulatory and shareholder approval.

Private Placement

Each unit of the private placement will be priced at $2.19 to raise total proceeds of $4,380,000 and each warrant will be exercisable to purchase a common share of Callinan for a period of five years at the price of $2.58. All other terms of the private placement remain the same. The private placement is subject to final acceptance for filing by the TSX Venture Exchange.

Mike Muzylowski

Mike Muzylowski

President and CEO

Neither 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.
Some statements in this news release contain forward-looking information.. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the ability to complete the contemplated private placement and the timing and amount of expenditures. Callinan does not assume the obligation to update any forward-looking statement.