Suite 220, 17010 ? 103 Avenue
Edmonton, AB, Canada T5S 1K7
Tel: 780-435-0045 Fax: 780-428-3476
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TSX Venture Trading Symbol SRM
CORPORATE NEWS RELEASE
Shear Minerals Ltd. Announces Pricing and Terms for its Private Placement Offering
August 10, 2010 - EDMONTON, Alberta - Shear Minerals Ltd. (SRM:TSXV) (?Shear Minerals?) today announced that it has agreed upon the terms and pricing for its previously announced marketed private placement (the ?Offering?). Under the Offering, Shear Minerals has agreed to issue up to $15 million of securities comprised of conventional units (?Conventional Units?), each consisting of one common share and one common share purchase warrant (a ?Conventional Unit Warrant?) at a price of $0.065 per Conventional Unit and (ii) flow-through units (?Flow-Through Units?), each consisting of one flow-through common share (a ?Flow-Through Unit Share?) and one-half of one common share purchase warrants (each whole warrant, a ?Flow-Through Unit Warrant?) at a price of $0.065 per Flow-Through Unit. The agents for the Offering include RBC Capital Markets, as lead agent and Macquarie Capital Canada Ltd. (collectively, the ?Agents?).
Each Conventional Unit Warrant entitles the holder thereof to acquire one additional common share at a price of $0.075 for a period of 48 months following the date of issuance. Each Flow-Through Unit Warrant entitles the holder thereof to acquire one additional common share at a price of $0.080 for a period of 24 months following the date of issuance. The Agents may increase the size of the Offering of Conventional Units by up to 15% up to 48 hours prior to closing. Closing of the Offering is expected to be on or about August 27, 2010.
On July 19, 2010, Shear Minerals announced that it had entered into a definitive agreement with Tahera Diamond Corp. and Benachee Resources Inc. to acquire a 100% interest in the Jericho Diamond mine, related processing facilities and all supporting exploration assets, located in the Kitikmeot region of Nunavut (the ?Jericho Acquisition?). On July 27, 2010, the Ontario Superior Court gave its approval of the Jericho Acquisition. The net proceeds received by Shear Minerals from the Offering of Conventional Units will be used to fund the Jericho Acquisition, exploration and development activities and general corporate purposes. The gross proceeds of the Flow-Through Unit Share Offering will be used by Shear Minerals to incur Canadian exploration expenses (?Qualifying Expenditures?) prior to December 31, 2011. Shear Minerals is expected to renounce the Qualifying Expenditures to subscribers of the Flow-Through Unit Shares with an effective date not later than December 31, 2010. The Offering is subject to certain conditions including, but not limited to, successful concurrent completion of the Jericho Acquisition and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange of the Jericho Acquisition and the Offering. Additional information can be found at www.shearminerals.com.
In accordance with applicable securities laws, there will be a four (4) month hold on the securities comprising the Conventional Units and the Flow-Through Units. As a result of the expected significant increase in its issued and outstanding share capital which will result from the concurrent completion of the Jericho Acquisition and the Offering, it is intended that at the next annual meeting of its shareholders Shear Minerals will propose a consolidation of its then issued and outstanding shares. While the specific consolidation ratio to be proposed will be determined in due course, the ratio is not expected to exceed 10:1.
The securities offered here have not been registered under the U.S. Securities Act of 1933 as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State where such offer, solicitation or sale would be unlawful.
On behalf of the Board
SHEAR MINERALS LTD.
/s/ ?Pamela Strand?
Pamela Strand, P. Geol., President
For further information, please contact the company
at 780-435-0045 or 1-866-298-9695
www.shearminerals.com
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 www.sedar.com. 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.
--
Shear Minerals Ltd.
#220, 17010 - 103 Avenue
Edmonton, AB T5S 1K7
Tel: (780) 435-0045
Fax: (780) 428-3476
TF: (866) 298-9695
info@shearminerals.com
www.shearminerals.com
This transmission is confidential. Any unauthorized disclosure, distribution, or other use is strictly prohibited. If you have received this message in error, please contact us immediately at info@shearminerals.com, and destroy this transmission.