Shore Gold Inc – ‘8-K12G3’ for 10/28/05

On:  Friday, 10/28/05, at 7:08pm ET   ·   As of:  10/31/05   ·   For:  10/28/05   ·   Accession #:  1341004-5-119   ·   File #:  0-51592

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Notice of Securities of a Successor Issuer Deemed      6     18K 
                          to be Registered                                       

8-K12G3
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==============================================================================  

FORM 6-K  

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

Report of Foreign Private Issuer  
Pursuant to Rule 13a-16 or 15d-16 of  
the Securities Exchange Act of 1934 

For the month of                            October                    2005     
                               --------------------------------    -----------
Commission File Number                                                          
                --------------------------------

Shore Gold Inc. 
------------------------------------------------------------------------------  
(Translation of registrant's name into English) 

330, 224 - 4th Avenue South, Saskatoon, Saskatchewan, Canada S7K 5M5  
------------------------------------------------------------------------------  
(Address of principal executive offices)  

Indicate by check mark whether the registrant files or will file annual       
reports under cover Form 20-F or Form 40-F.                                     

Form 20-F                          Form 40-F     X        
          -----------                    -----------

     Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):_____                    

     Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):_____                    

Indicate by check mark whether by furnishing the information  
contained in this Form, the registrant is also thereby furnishing the           
information to the Commission pursuant to Rule 12g3-2(b) under the Securities   
Exchange Act of 1934.                                                           

      Yes                              No      X
                 ------------                  -------------

    If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b) : 82-_______________               

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==============================================================================  
EXPLANATORY NOTE  

   On October 28, 2005, Shore Gold Inc., a Canadian corporation (the
"Company"), completed its acquisition of Kensington Resources Ltd., a Yukon     
corporation ("Kensington"), whose common shares, no par value ("Kensington      
Shares"), are registered under Section 12(g) of the Securities Exchange Act of  
1934, as amended (the "Exchange Act"). The acquisition was completed by a plan  
of arrangement that was approved by the securityholders of Kensington on        
October 21, 2005 and was approved by the Supreme Court of Yukon Territory on    
October 28, 2005. Pursuant to the plan of arrangement, Kensington amalgamated   
with a wholly-owned subsidiary of the Company and holders of Kensington Shares  
received 0.64 common shares, no par value ("Shore Gold Shares"), of the         
Company for each Kensington Share. In addition, all outstanding options to      
acquire Kensington Shares were transferred to the Company and the former        
holders thereof received options to purchase Shore Gold Shares under Shore      
Gold's stock option plan, all outstanding warrants to acquire Kensington        
Shares were transferred to the Company and the former holders thereof received  
warrants to acquire Shore Gold Shares, and all outstanding broker warrants of   
Kensington, in accordance with their terms, now entitle their holders to        
purchase 0.64 Shore Gold Shares and one-half of a warrant, with each whole      
warrant entitling the holder to purchase a further 0.64 Shore Gold Shares.      

 A press release announcing the completion of the acquisition is
attached hereto as Document 1. As a result of the issuance of Shore Gold        
Shares to holders of Kensington Shares in connection with the acquisition, the  
Shore Gold Shares are deemed to be registered under Section 12(g) of the        
Exchange Act by virtue of Rule 12g-3(a) thereunder, and the Company is the      
successor issuer to Kensington for reporting purposes under the Exchange Act.   

      This Report of Foreign Private Issuer on Form 6-K is being furnished
to the Securities and Exchange Commission under cover of a Form 8-K that is     
marked to reflect that it is being filed pursuant to Rule 12g-3 because the     
technical configurations of the current EDGAR system will not permit the first  
filing by any issuer to be a Form 6-K.                                          

DOCUMENTS INCLUDED AS PART OF THIS REPORT 

Document                                                              
    1           Press release, dated October 28, 2005, relating to the
   acquisition by the Company of Kensington.

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                                                              DOCUMENT 1

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[Shore Gold logo]                                   [Kensington Resources logo] 
Stock Symbol:  SGF:TSX                                  Stock Symbol: KRT:TSX-V 

SHORE GOLD INC. AND KENSINGTON RESOURCES LTD. COMPLETE MERGER 

       Saskatoon, Saskatchewan and Vancouver, British Columbia - October 28,
2005 - Shore Gold Inc. (TSX: SGF) ("Shore") and Kensington Resources Ltd.       
(TSX-V:KRT) ("Kensington"), announced today that they have completed the        
merger transaction announced on August 15, 2005. The merger was completed by a  
plan of arrangement which was approved by the securityholders of Kensington on  
October 21, 2005 and was approved by the Supreme Court of the Yukon Territory   
earlier today.                                                                  

"Our goal has always been to create long term value for all   
stakeholders involved and we believe this transaction will allow us to          
maximize that potential. With the merger complete, our efforts are clearly      
focused on realizing the significant growth potential of the world's largest    
diamond bearing kimberlite field," said Kenneth E. MacNeill, President and CEO  
of Shore Gold Inc.                                                              

      "I wish to congratulate all of Kensington Resources' securityholders
who will now enjoy increased value by participating in the development of the   
world's largest diamond bearing kimberlite field at Fort a la Corne," said      
Robert A. McCallum, former President and CEO of Kensington and who today        
becomes a director of Shore. "Shore Gold now holds the largest interest in      
this field. Through Shore Gold, our securityholders will enjoy a premium        
opportunity in the timely realization of the vast potential of the Fort a la    
Corne diamond field."                                                           

    Pursuant to the plan of arrangement, Kensington amalgamated with a
wholly-owned subsidiary of Shore and all of the issued and outstanding common   
shares of Kensington were transferred to Shore in consideration for the         
issuance by Shore of 0.64 of a common share of Shore for each Kensington        
share. All of the outstanding options to acquire common shares of Kensington    
were transferred to Shore and the former holders thereof received options to    
purchase common shares of Shore under Shore's stock option plan. Likewise,      
each outstanding warrant to acquire common shares of Kensington was             
transferred to Shore and the former holder thereof was issued warrants of       
Shore in exchange therefor. All outstanding broker warrants of Kensington, in   
accordance with their terms, now entitle their holders to purchase securities   
of Shore.                                                                       

   Pursuant to the plan of arrangement, Shore issued an aggregate of
approximately 51,706,786 common shares to the former shareholders of            
Kensington and reserved an additional 7,175,346 common shares for issuance      
pursuant to options, warrants and broker warrants held by the former            
securityholders of Kensington. Upon completion of the transaction, Shore has a  
total of approximately 152,657,604 issued and outstanding common shares.        

     Three former directors of Kensington were appointed to the board of
directors of Shore effective at the closing of the plan of arrangement. The     
eight member board of directors of Shore is now comprised of five continuing    
Shore directors (Kenneth MacNeill, Arnie Hillier, Neil McMillan, Ronald Walker  
and Harvey Bay) and three former directors of Kensington (James R. Rothwell,    
Robert McCallum and William Stanley). The common shares of Shore issued to the  
former shareholders of Kensington will commence trading on the Toronto Stock    
Exchange on Monday, October 31, 2005. The warrants of Shore issued to the       
former warrantholders of Kensington will be listed and posted for trading on    
the Toronto Stock Exchange at the opening on or about Wednesday, November 2,    
2005 at which time they will be delisted from the TSX Venture Exchange.         

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   Shore is a Canadian based corporation engaged in the acquisition,
exploration and development of mineral properties. Shares of Shore trade on     
the Toronto Stock Exchange under the trading symbol "SGF".                      

For further information please contact:                                         
Shore Gold Inc.                                                                 
Kennett E. McNeill                                                              
President and CEO                                                               
(306) 664-2202                                                                  

or                                                                              

Wade MacBain                                                                    
Investor Relations                                                              
(306) 664-2202                                                                  

Forward-Looking Statements                                                      
       The information in this news release contains certain forward-looking
statements that involve substantial known and unknown risks and uncertainties,  
which are beyond Shore's control including the impact of general economic       
conditions and the price of diamonds. Shore's actual results and performance    
could differ materially from those expressed in, or implied by, such            
forward-looking statements and, accordingly, no assurances can be given that    
any of the events anticipated by the forward-looking statements will transpire  
or occur or if any of them do, what benefits Shore will derive from them.       

Neither the Toronto Stock Exchange nor the TSX Venture Exchange have reviewed 
or accept responsibility for the adequacy or accuracy of this news release.   

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SIGNATURES  

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned, thereunto duly authorized.                                         

                                   SHORE GOLD INC.
                                   -----------------------------------------
                                  (Registrant)

Date:    October 28, 2005            By:     /s/ HARVEY J. BAY                  
        ---------------------               ----------------------------------
                             Name: Harvey J. Bay
                                          Title:   Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
		11/2/05		4
Filed as of:		10/31/05		4					6-K
Filed on / For Period End:		10/28/05		2		6
		10/21/05		2		4
		8/15/05		4
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