Churchill Diamond Joint Venture - BHP Billiton Offer Triggers Right of First Refusal


Shear Minerals Ltd. (SRM) and Northern Empire Minerals Ltd. (NEM) today announced that they have been advised by their minority partner, Hunter Exploration Group (Hunter), that BHP Diamonds Inc. (BHP) has agreed to acquire and Hunter has agreed to sell for $3,000,000 Cdn in cash, all of Hunter's diamond interests in and to the Churchill Diamond Property except for the Hunter Royalty.

Shear holds a vested 51% interest and is operator of the Churchill Diamond Project; Hunter holds the remaining 49% participating interest. Northern Empire has an Option to earn into a 35% interest at Churchill by carrying Hunter for $750,000 in exploration expenditures.

Shear and Northern Empire have rights of first refusal in respect of the sale by Hunter of any of its interests in the Churchill Diamond Project on the same terms and conditions offered by a third party. Shear and Northern Empire have 30 days after receipt of valid notice from Hunter of the terms and conditions of an offer and confirmation that Hunter intends to accept such offer to exercise their rights of first refusal.

The BHP interest shall consist of one of the following: a 7% interest if the right of first refusal is exercised by one of but not both of Northern Empire or Shear; a 14% if neither Northern Empire nor Shear exercises their rights of first refusal. BHP will pay $1,500,000 Cdn in cash if only a 7% interest is acquired by BHP as a result of the rights of first refusal.

At this time Shear and Northern Empire have not determined whether they will exercise their rights of first refusal and are considering their options.

The Churchill Diamond Project, totalling more than 1.1 million acres, is located in Keewatin, Nunavut. In the past year, Shear has advanced the project to the drill-ready stage by conducting a comprehensive exploration program that included kimberlite indicator mineral sampling, prospecting and geophysics. In the fall of 2002, an independent review of a 16,307 line-km airborne magnetic survey identified 217 potential kimberlite targets, 29 of which were ranked high priority. In January 2003, the partners approved a budget of $2.5 million for this year's program, which includes additional land acquisition, airborne and ground geophysical surveys, heavy minerals sampling, prospecting and drilling.

On behalf of the Board

/s/ "D. Bruce McLeod"
D. Bruce McLeod, P. Eng
Vice President

For further information, please contact the
Company at 604-331-2267 or (888) 338-2200

On behalf of the Board

/s/ "Pamela Strand"
Pamela Strand

For further information, please contact the
Company at 780-435-0045 or 1-866-298-9695


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