Spider and KWG Discuss Merger; Joint Venture Funding of $3.0 Million for Summer Program Completed; Drilling Has Resumed on the McFaulds and MacFadyen Projects.

TORONTO -- Spider Resources Inc. ("Spider") (TSX VENTURE:SPQ) and joint venture partner KWG Resources Inc. ("KWG") announce that they have had extensive discussions concerning the merger of the two companies, subject to completion of definitive agreements, as well as shareholder and regulatory approval. Since both companies have a similar asset base, which is reflected in their relative market valuations and thus it is logical and appropriate to merge both companies. The final share exchange ratio will be set subject to completion of the Joint Venture accounting and other adjustments.

In other news the Joint Venture partners have agreed separately to a flow through financing facilitated by Dundee Securities Corporation for an aggregate amount of $3.0 million ($1.5 million to each partner) in two tranches. The first tranche for Spider consists of 5.0 million shares at $0.10 per share. The agent will receive a fee equal to 7% of the funds raised and warrants to purchase shares equal to 10% of the number of Flow Through shares sold. The terms of the second tranche will be announced when the funds are requested. These funds will be used by the joint venture to conduct further drilling and exploration on the McFaulds VMS deposit and the MacFayden diamond project.

The Boards of Directors of both companies have approved in principle the decision to merge believing that this arrangement will create greater value for their respective shareholders in light of the excellent exploration results obtained over the past 18 months on the McFaulds Lake Volcanogenic Massive Sulphide ("VMS") deposits and the more recent drilling on the MacFadyen Diamond Project.

For example the last drill hole in the winter drilling program (hole number McF-04-41 - previously announced) intersected 8.0 meters of massive sulphide that averaged 6.5% Cu, 3.45% Zn, 0.42 g/t Au and 15.5 g/t Ag. This mineralized section was in an 18.05 meter wider zone that averaged 3.3% Cu, 1.6% Zn, 0.25 g/t Au and 8.2 g/t Ag. This intersection is located down-plunge and along strike from previously announced holes McF-04-21 that averaged 5.5% Cu over 13.8 meters, and McF-04-22 and 4.06 % Cu over 15 meters.

Finally, last week drilling resumed on both the McFaulds Lake VMS Project and the MacFadyen Diamond Project. At present there are two complete drill crews, two helicopters and two project geologists on site, at the McFaulds Lake base camp.

The main focus of the summer program will be on the McFaulds #3 which ore body remains open along strike and down plunge. The objective will be to add better definition to the zone in order to calculate grade and tonnage of a resource or a reserve. Within the JV property other drill holes completed this past winter, detected a number of economically significant mineralized zones that require follow up confirming that the McFaulds VMS geological environment has additional potential.

Drilling of magnetic anomalies on the MacFadyen project peripheral to known diamond bearing kimberlite pipes last winter identified three new kimberlites that are diamond bearing and warrant further drill testing. Drilling on a deep-seated magnetic target was interrupted by spring break-up. The JV partners left the drill site with drill rods in the last hole, 120 meters from the target. This target's magnetic profile of a dike-like structure runs the full length of the Joint Venture property and is within 1.5 kilometers of De Beers' Tango and Tango Extension kimberlites all of which are within 8 kilometers of DeBeers Victory Mine project.

Spider Resources Inc. is a tier 2 junior resource company, quoted for trading on the TSX Venture Exchange under the symbol "SPQ". There are currently 157,283,979 shares issued in Spider.

On Behalf of the Board of Directors

Bryan Wilson, President and CEO 

For more information on Spider Resources Inc. and its other exploration projects, please visit our website www.spiderresources.com.

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