Potentially commercial deposits of kaolin are found in the fluvial Lower Cretaceous Chaswood Formation, the sedimentologically proximal equivalent of deltaic sediments of the offshore Scotian basin. The geological setting of the kaolin deposits has been interpreted from high-resolution seismic-reflection profiles and boreholes, and mineralogical studies on one reference borehole. The kaolin is a product of early diagenesis involving meteoric water below the water table. The distribution of kaolin is controlled by the presence of intraformational unconformities that were sites of ground water recharge, and are marked by the development of oxisols above the water table. Such diagenesis was facilitated by interbedded, loosely consolidated, permeable sandstone. The highest-grade kaolin deposits are found in areas close to river belts, where overbank muds were not sufficiently drained to develop paleosols, but where later uplift created intraformational unconformities. In the sandstone, meteoric water flow altered feldspars to kaolin, thus yielding commercial silica sand deposits. It also altered ilmenite to rutile, which is concentrated as secondary placers in modern rivers that have eroded the Chaswood Formation and tills derived therefrom.