Minati Capital Corp. enters into Share Exchange Agreement to acquire Cairns Mining Australia Ltd.

409 Granville Street, Suite 311 Vancouver, BC V6C 1T2

Minati Capital Corp. enters into Share Exchange Agreement to acquire Cairns Mining Australia Ltd.

Vancouver, May 21, 2010 – Minati Capital Corp. (TSX-V: MNN.P) (the “Company” or “Minati”) is pleased to announce that that it has entered into a Share Exchange Agreement (the “Agreement”) dated May 10, 2010 with Queensland Epithermal Minerals Ltd. (“QEP”) to acquire (the “Acquisition”) all the issued and outstanding shares of Cairns Mining Australia Ltd. (“CMAL”). CMAL owns a 100% interest in the Kangaroo Hills Project (the “Property”), a gold exploration property that covers a combined area of 859 square kilometres in the north-eastern area of the State of Queensland in Australia.

The Acquisition is subject to TSX Venture Exchange (“TSXV”) approval and is intended to constitute the Company’s qualifying transaction.

Terms of the Agreement

The parties have agreed as consideration for all the shares of CMAL, Minati will pay to QEP an aggregate of C$500,000 with a C$25,000 deposit, and the remaining C$475,000 payable at the close of the Acquisition (the “Close”). The deposit is non-refundable except in the event the Acquisition fails to close as a result of the actions or failure to act of QEP or in the event that the Financing (as defined below) is not completed. In addition, the Company will issue 20,000,000 common shares in its capital (the “Purchase Shares”) to QEP.

The Agreement provides that Minati reimburse QEP for the cost of ongoing exploration work on the Property, which is estimated to be $50,000, up to a maximum of C$100,000. Geoff Balderson will be retained as a consultant for a period of at least one year following Close to assist with Canadian regulatory and listing requirements.

The Acquisition will not be a Non-Arm’s Length Qualifying Transaction under the policies of the TSXV and will not require the approval of the Company’s shareholders. QEP is a private Australian company controlled by Al S. Marton, and wholly owned by Mr. Marton and his associates.

Concurrent Financing

In connection with the Acquisition, the Company will complete a brokered private placement (the “Financing”) to raise at least C$2,000,000. The Company will issue units at a price of $0.20 per unit and it will consist of a common share and one warrant exercisable for an additional common share at a price of $0.40 for one year from the completion date. An agent has not yet been retained. The net proceeds of the Financing will be used to fund the Acquisition, the first phase of a recommended work program on

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the Property, costs associated with the Acquisition and to provide general working capital for the Company.

The Kangaroo Hills Project

The Kangaroo Hills project is located 135 kilometres west of the north-eastern Queensland coastal city of Townsville. The Property is located on a north-west trending structural feature of Upper Carboniferous age, with dimensions of 19 kilometres by 35 kilometres known as the Sybil Graben. The Property is comprised of one granted Exploration Permit for Minerals (“EPM”,) three applications for EPMs and one application for a Mineral Development Licence that cover a combined area of 859 square kilometres and provide tenure over approximately 65 percent of the prospective graben area. Gold mineralization is associated predominantly with epithermal style quartz veins but can also occur in hydrothermal breccias. The epithermal quartz veins can range from massive quartz filled structures from one to two metres wide and up to two kilometres long, to broad zones of stockwork quartz vein systems that can range in width from 50 to 100 metres. Better gold grades are generally associated with colloform banded and brecciated quartz-adularia veins, a feature that is common to many low-sulfidation epithermal deposits throughout the world.

Sixteen mineral prospects at varying stages of development that are the focus of exploration activity within the Property have been identified by QEP. The large epithermal quartz vein system at Francis Creek is the most advanced prospect within the project area and the one that shows the most promise. The other main prospect that has been subjected to extensive past and recent exploration is at Quartz Ridge. Francis Creek will be the focus of the first phase of exploration on the Property.

The majority of past exploration at Kangaroo Hills has been directed at the large complex vein system at the Francis Creek prospect in the Mt. Fullstop region and the adjoining hydrothermal breccia zone at Quartz Ridge. A total of 5,555 metres of drilling in 77 holes has been completed at Francis Creek in several campaigns since 1986. Results have outlined a zone of mineralization on a section of a structure known as the "A" Vein that is between 150 and 200 metres long and is defined by gold grades in excess of 1.0 g/t. Recent detailed channel sampling across sections of the veins that exhibit high adularia content and textures commonly associated with higher gold grades has defined new drill targets. No National Instrument 43-101 “Standards of Disclosure for Minerals Projects” (“NI 43-101”) compliant resources have been identified on the Property and the foregoing information is conceptual in nature and is provided to give readers an understanding of the nature of the deposits.

The results of recent follow-up programs of detailed vein mapping and characterization in conjunction with rock chip sampling have defined new drill targets on several of the outlying epithermal vein systems on the Property. The Francis Creek East and Burdekin prospects are of particular interest. QEP has also recently received encouraging results from orientation trials with a portable Niton XRF analyser that can rapidly determine semi-quantitative levels of a range of indicator elements including higher levels of gold in the field. This instrument offers the potential for considerable cost savings over

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conventional sampling and assaying and may assist with the location of new vein structures beneath shallow soil cover.

A NI 43-101 technical report on the Property has been prepared. Al Marton, Chief Executive Officer of QEP, a qualified person as defined in NI 43-101 has reviewed the technical information in this news release.

The Resulting Issuer

On the closing of the Acquisition, the Company anticipates being classified as a “Tier 2” natural resource issuer and will change its name to Cairns Mining Ltd. The Company through CMAL, its wholly owned subsidiary, would own the Property subject to applicable underlying agreements and expects to be actively engaged in the exploration of the Property, as well as the acquisition and exploration of other mineral resource properties predominantly in the State of Queensland in Australia.

The following sets out the names and proposed relationship to the Company and summarises the backgrounds of the persons who are presently anticipated to constitute the insiders of the Company upon closing of the Acquisition. The current directors and officers of the Company are expected to resign on closing of the Acquisition.

AL S. Marton, Director, President and Chief Executive Officer

Mr. Marton is a professional geologist and member of the Australasian Institute of Mining and Metallurgy. Mr. Marton earned his Bachelor of Science degree in geology from the University of British Columbia in 1980. Since 1984 he has been the managing director of Juldex Pty Ltd., a private Australian mineral exploration company and actively involved with the exploration for precious and base minerals in the State of Queensland in Australia. He was until November 2009 technical director of Queensland Minerals Ltd., a TSXV listed mineral exploration company.

Alf Hills, Director

Mr. Hills is Chief Executive Officer, President and a director of Kobex Minerals Inc. . He is an engineering graduate in mining and mineral processing with over 30 years of international mine evaluation, development, start-up and operating experience including 26 years with Placer Dome Inc.

Brian Soregaroli, Director

Mr. Soregaroli has over 25 years experience in the mining industry including 20 years in management and consulting. He is currently active in mineral project exploration and development and corporate communications for public companies in the junior mining resources sector. Mr. Soregaroli has been involved in financing, investor relations, technical field work, environmental consulting, project permitting, and waste management work worldwide for the junior mining resources sector. Mr. Soregaroli holds an MBA from Simon Fraser University and a Bachelor of Science degree from the University of British Columbia.

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Bradley J. Dick, Secretary

Mr. Dick graduated from the University of British Columbia with a Bachelor of Laws degree. He has practised law for the last ten years in the areas of mining, corporate finance and securities advising TSXV and TSX listed companies.

Arthur Lang

Mr. Lang is a seasoned chartered accountant with over 35 years financial management and business development background. He has public company experience as Chief Financial Officer and Corporate Secretary and has worked with private sector companies providing financial leadership to all sizes of business, from multi-million dollar corporations to small business environments. Mr. Lang has been self-employed in financial management services since September 2008 and previous to this acted as Chief Financial Officer and Corporate Secretary to several public companies. Mr. Lang attended the University of British Columbia and obtained his Bachelor of Commerce Finance Major in 1967 and Chartered Accountant designation in 1970.

Conditions for Closing

The Agreement provides that completion of closing of the Acquisition is subject to several conditions including, among other things, TSXV acceptance, the completion of the Financing, and the purchase by and transfer within escrow of 1,500,000 shares of Minati currently held by officers and directors of Minati to incoming management of the Company at Close.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless an exemption from the sponsorship requirement is available. The Company intends to apply for an exemption from the sponsorship requirement. There is no assurance that the Company will be able to obtain such an exemption.

MINATI CAPITAL CORP.

Geoff Balderson,

Chief Executive Officer

(604) 602-0001

Completion of the above transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority approval of the shareholders of the Company. Where applicable, the transaction cannot close until the required shareholder approval is

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obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of CMAL and the Financing; and the anticipated business plans of the Company. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward- looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the market for gold or other minerals that may be produced generally, recent market volatility; variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's most recent annual and interim Management’s Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through the Company’s page on SEDAR at www.sedar.com.