Shear Minerals Ltd. (SRM) and Northern Empire Minerals Ltd. (NEM) announced that, further to their joint press release of May 5th, they have come to an agreement with BHP Billiton Diamonds Inc. ("BHP Billiton") to waive their respective rights of first refusal with regards to the sale of Hunter Exploration Group's ("Hunter") minority, 14% interest in the Churchill Diamond Project to BHP Billiton. BHP Billiton brings expertise in northern diamond exploration and operating, including the successful development of the Ekati Mine. Their high level of interest and willingness to make a minority investment in the Churchill Diamond Project at this early stage is a strong endorsement of the Project's potential.

As previously announced, BHP Billiton agreed to purchase a 14% fully participating interest for diamonds only in the Churchill Diamond Project from Hunter for $3,000,000 CDN in cash. Under the agreement with SRM and NEM, BHP Billiton has agreed to, among other things, the following in exchange for SRM and NEM waiving their rights of first refusal:

• BHP Billiton has agreed to standstill agreements under which BHP Billiton agrees not to take certain specified actions to acquire or otherwise take control of SRM and NEM for a period of four years. This restriction terminates in certain specified events, including a third party making an offer for either company.
• BHP Billiton will pay 100% of the collection and processing costs of the first 200 tonnes of kimberlite bulk samples taken from the Churchill Diamond Project Area.

The Churchill Diamond Project, totaling more than 1.1 million acres, is located in the Kivalliq region (previously known as Keewatin), Nunavut. The partners are optimistic that this year's exploration may result in the discovery of an entirely new kimberlite cluster at Churchill and welcome the opportunity to work closely with BHP Billiton to realize this objective. In the past year, the Joint Venture 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 January 2003, the partners approved a budget of $2.5 million program.

Shear holds a vested 51% interest and is operator at Churchill. Upon BHP Billiton purchasing the 14% interest and all underlying Hunter agreements with the exception of the 2% Gross Overriding Royalty/Net Smelter Return, in the Churchill Project from Hunter, and Northern Empire completing its option to earn a 35% interest at Churchill by incurring $750,000 in exploration expenditures, the Churchill Diamond Joint Venture will be formed.

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