STEALTH MINERALS Ltd. (fka SMLZF)

[MWM]

Stealth Announces Corporate Restructuring
Tue Jul 6, 2004

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STEALTH MINERALS LIMITED ANNOUNCES CORPORATE RESTRUCTURING

Stealth Minerals announces the formation of Cascadero Copper Corporation ("Cascadero") and the transfer of certain land claim units from Stealth Minerals to Cascadero. Shareholder approval for this corporate restructuring was received at the company's Annual Meeting of Shareholders on June 17th.The corporate reorganization directs the transfer of 1,315 land claim units to Cascadero in exchange for the issuance of 21,000,000 Cascadero shares. These claims were 100% owned by Stealth Minerals and are subject to a 3% Net Smelter Return royalty in favour of Electrum Resource Corp. The terms and conditions of the royalty agreement apply to Cascadero.

Stealth has also acquired 3,000,000 shares of Cascadero for a consideration of $300,000, monies that will provide the working capital required to initiate the formation of a new public company. Cascadero is a currently a wholly owned subsidiary of Stealth with 24,000,001 shares issued.

The claims transferred to Cascadero have several porphyry style copper-gold prospects seven of which are being prepared for diamond drilling this season, subject to the availability of adequate funding. In that regard Cascadero has entered into a Letter of Agreement with Pacific International Securities of Vancouver BC, that provides terms and conditions for future financing.

Subsequent to the property transfer to Cascadero, Stealth will own a 100% interest in 2,401 land claim units, 645 of which will be subject to a 3% Net Smelter Return royalty in favour of Electrum Resource Corp. This claim package consists of epithermal gold-silver prospects, such as Sickle Creek, Griz, Quartz Lake and the August discoveries. In addition, the Company has several exploration prospects along the eastern and central portions of the Toodoggone volcanic island arc.

The land position controlled by the two companies essentially controls the favourable geology of the central and eastern portions of the Toodoggone mineral district in northern British Columbia adjacent to Northgate Minerals's Kemess deposit. The companies are in position to generate joint ventures with interested parties, in what is believed to be a densely mineralized district that has excellent exploration and discovery potential.

Stealth Minerals has mobilized its exploration team to the Finlay River base camp and work has started. A drill contract has been signed with Falcon Drilling out of Prince George and drilling is expected to commence by late July. Stealth Minerals currently has $4.5 million of working capital.

The Board of Directors and management would like to thank all shareholders for their overwhelming support of the restructuring.

Bradley L Jones c.a.
Chairman of the Board & CFO
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