BRL Bearclaw Capital Corp

Bearclaw Capital Corp. (TSX VENTURE:BRL)(FRANKFURT:5BQ) announces that it has
entered into an agreement amending certain terms of the October 4, 2011 mineral
property purchase agreement by which it agreed to sell its 100% interest in its
Gnat Pass mineral properties to Finsbury Exploration Ltd., a private company
affiliated with the Hunter Dickinson Inc. group of companies.


Bearclaw has entered into the amending agreement as part of a larger transaction
involving the agreement, among other things, of Quartz Mountain Resources Ltd.
(TSX VENTURE:QZM)(OTCBB:QZMRF) to acquire all of the rights and obligations of
Finsbury under the amended mineral property purchase agreement. Quartz Mountain
is also associated with Hunter Dickinson.


Pursuant to the amending agreement, Bearclaw has agreed that Finsbury's
obligations to pay Bearclaw $700,000 on the first anniversary of the closing
date and to issue up to 1 million shares in Finsbury concurrently with the
consummation of the plan of arrangement and qualifying transaction that Finsbury
proposed to undertake will be replaced by obligations to pay $50,000 to Bearclaw
on August 20, 2012, and to take the steps necessary to cause Quartz Mountain,
upon the closing of the transaction between Finsbury and Quartz Mountain, to
issue to Bearclaw 1 million shares in Quartz Mountain and a convertible
debenture in a principal amount of $650,000. The debenture will bear interest at
a rate of 8% per annum, calculated and payable quarterly on the first day of
January, April, July and October; the debenture will have an October 31, 2013
maturity date. The principal amount of the debenture is convertible into shares
of Quartz Mountain at $0.40 per share. As the plan of arrangement that Finsbury
previously contemplated participating in has been replaced by the transaction
with Quartz Mountain, the option granted to Bearclaw under the original
agreement by which Bearclaw could acquire shares in Finsbury with an aggregate
subscription price of up to $150,000 as part of a private placement or other
financing that closed prior to or concurrently with the plan of arrangement has
been cancelled.


The transaction between Finsbury and Quartz Mountain is subject to TSX Venture
Exchange acceptance and the required corporate approvals.


This news release contains forward-looking statements. Known and unknown risks
and uncertainties may cause actual events or results to differ materially from
those expressed or implied by any such forward-looking statements.


Bearclaw Capital Corp. is a Canadian public mineral exploration company which
was incorporated in British Columbia, Canada in 1999. The Company has several
significant copper-gold-silver properties that are, will be, or have been
optioned or joint ventured.

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