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VAL D'OR, QUEBEC--(Marketwire - Feb. 1, 2011) -





NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES




Hinterland Metals Inc. (TSX VENTURE:HMI) wishes to provide, further to the January 20, 2010 news release, details of the intended spin off its Yukon gold assets by a plan of arrangement (the "Arrangement") that will involve the incorporation of a new company called Stakeholder Gold Corp. ("Stakeholder") and the distribution of Stakeholder shares pro rata to existing Hinterland shareholders. Included in the assets to be spun off are the Ballarat, Culvert, Erin, Divide and Coffee gold properties. Hinterland will retain 7.5 per cent of the Stakeholder shares and a 1.0 per cent net smelter return royalty on any future mineral production from certain of the transferred assets. The Arrangement will also involve a consolidation of Hinterland's share capital on a one for four basis. The net effect of the Arrangement will be that existing shareholders of Hinterland will receive one post-consolidation share of Hinterland and 0.925 shares of Stakeholder for each four pre-consolidation Hinterland shares held. Shareholders will then have an interest in two distinct, well structured public companies each with a clearly defined exploration focus.


The proposed transaction is subject to a number of conditions, including the execution of a definitive agreement between Hinterland and Stakeholder for the transfer of the Yukon gold assets, shareholder approval at a special meeting of Hinterland shareholders, Court approval of the Arrangement, and regulatory approval.


Mark Fekete, P.Geo is the designated "qualified person" as defined in Section 1.2 in and for the purposes of National Instrument 43-101 responsible for the technical content of this release.


The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold in the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements.
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Shares Issued 80,272,538





FOR FURTHER INFORMATION PLEASE CONTACT: Mark Fekete
Hinterland Metals Inc.
Toll Free 1-877-874-8182 Ext. 210
[email protected]
http://www.hinterlandmetals.com/">www.hinterlandmetals.com