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Kaminak Shareholders to Receive Shares in New Uranium Spin-Out Called Kivalliq Energy Corp.

by NationTalk on February 21, 20081157 Views

Kivalliq to name John E. Robins, P.Geo. as President and CEO

VANCOUVER, BRITISH COLUMBIA–(Feb. 21, 2008) – Kaminak Gold Corporation (TSX VENTURE:KAM) today announced that Kaminak intends to spin out its uranium assets into a new company called Kivalliq Energy Corp. The core asset in the Kivalliq portfolio will be the Angilak Property located in central Nunavut, Canada. The property hosts the historic, near-surface Lac Cinquante uranium deposit, reported to contain approximately 11.6 million pounds of U3O8 at an average grade of 1.03% U3O8(i). The 250,000 acre property is also host to numerous other untested occurrences of uranium +/- copper +/- silver and gold. The proposed spin-out was initially announced by Kaminak on January 31st, 2008.Key Points

Kaminak intends to spin-out all of its uranium interests in Nunavut, including its interest in two other Nunavut uranium properties (Washburn and Baker Lake) into a new company (Kivalliq Energy Corp.) under a court-approved plan of arrangement. Key terms of the proposed spin-out are:

– Shareholders of Kaminak will be entitled to receive one Kivalliq share and one-half warrant of Kivalliq for every two shares of Kaminak held at the effective date. The Kivalliq warrants will have a short exercise period.

– Kaminak shareholders will continue to hold their common shares in Kaminak after the transaction is completed.

– Nunavut Tunngavik Incorporated is entitled to 1,000,000 Kivalliq shares (250,000 Kivalliq shares on closing of the spin-out and 250,000 Kivalliq shares 12, 24 and 36 months later) under a property agreement.

The spin-out is subject to TSX Venture Exchange, court and shareholder approval and the consent of certain third party property partners. Kaminak shareholders will be mailed an information circular describing the key terms of the proposed spin-out, with closing of the arrangement currently scheduled for the second calendar quarter of 2008. Further details regarding the timing of the effective date will be released in the upcoming months. In the meantime, Kivalliq plans to raise funds for near term exploration expenditures.

“This transaction maximizes value for Kaminak shareholders through the spin-out of Kivalliq Energy shares while allowing Kaminak to continue its mandate of project generation,” stated Rob Carpenter, President and CEO of Kaminak.

Angilak Property

Kaminak recently signed a Memorandum of Understanding with Nunavut Tunngavik Incorporated (NTI) extending to Kaminak uranium rights on 18,000 acres of Inuit Owned Lands which host the Lac Cinquante uranium deposit (see Kaminak news release dated January 31st, 2008). Kaminak’s agreement with NTI consolidates over 250,000 acres of ground comprised of federal and Inuit Owned Lands collectively known as the Angilak property. NTI is the corporation established to implement the Nunavut Land Claims Agreement on behalf of the Inuit of Nunavut. NTI owns the mineral rights to over 9 million acres in Nunavut; however, NTI’s agreement with Kaminak is their first to include uranium.

John Robins to be named President and CEO of Kivalliq

“Kivalliq Energy’s Angilak property is without question one of the most exciting exploration opportunities I have been involved with in my career. Our agreement with NTI represents a unique opportunity, and we are committed to working together in the development of this project and mineral exploration throughout Nunavut,” stated John Robins.

John is one of the founders of Kaminak and served other successful TSX and TSXV listed companies. John is a professional geologist and registered member of the Association of Professional Engineers and Geoscientists of British Columbia.

(i) The quoted disclosure for the Lac Cinquante Uranium Deposit was disclosed by Aberford Resources Ltd. in its annual report from 1982. No additional information was available in the annual report. The deposit is historical and should not be relied upon since it is not compliant to standards set out in National Instrument 43-101. However, it is relevant because: it is indicative of a mineralized zone worthy of follow up exploration as it is based on drilling exploration and development carried out by what is believed to be knowledgeable explorers in accordance with acceptable industry practices at the time of the estimate. A Qualified Person has not classified historical estimates as current mineral resources/reserves, and Kaminak is not treating them as current mineral resources/reserves since work to date has not verified the historical estimates. Kaminak has not done any work to confirm these estimates but will be planning exploration programs aimed at evaluating the economic potential of the deposit and environs. It is uncertain if further exploration will result in the deposit being delineated as a mineral resource.

Kaminak’s disclosure of a technical or scientific nature in the news release was prepared under the supervision of Rob Carpenter, Ph. D., P.Geo., Kaminak’s President and CEO, who is a Qualified Person under the definition of National Instrument 43-101.

About Kaminak

Kaminak Gold Corporation is a prospect generator employing a joint venture strategy that maximizes opportunities for discovery while attempting to minimize exploration risk to Kaminak. A critical component of Kaminak’s business model is working with strong project partners to advance Kaminak’s exploration projects. Covering several million acres, Kaminak holds one of the largest land positions in Canada devoted to metallic mineral exploration. Kaminak’s projects offer world-class exploration potential and present exposure to strategic commodities including, gold, uranium and nickel.

On behalf of the Board of Directors

Rob Carpenter, Ph. D., P. Geo., President and CEO

Kaminak Gold Corporation

Certain disclosures in this release, including management’s assessment of Kaminak’s plans and projects and intentions with respect to a proposed spin-off, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kaminak’s operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects and the receipts of all necessary approvals and consents for the proposed spin-off. Readers are cautioned not to place undue reliance on forward-looking statements. Kaminak expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

For more information, please contact

Kaminak Gold Corporation
Rob Carpenter, Ph. D., P. Geo.
President and CEO
(604) 646-4534

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