PRESS RELEASE
FOR IMMEDIATE RELEASE
May 27,
2008
#08-20
Sherwood
Copper and Western Keltic Announce Closing of Business Combination
Transaction
results in Western Keltic becoming 100% Owned Subsidiary of Sherwood
VANCOUVER, BRITISH COLUMBIA - Further to their joint
news release of April 7, 2008, Sherwood Copper Corporation (SWC: TSX-V) and
Western Keltic Mines Inc. (WKM: TSX-V) today reported
that the acquisition by Sherwood of all of the issued shares of Western Keltic
by way of plan of arrangement was approved by the Supreme Court of British
Columbia on May 26, 2008 and closed today, with an effective date of May 27,
2008. This followed an extraordinary
general meeting whereat more that 99.9% of all votes cast at the meeting were
in favour of the arrangement.
Pursuant to the arrangement, holders of Western
Keltic shares are entitled to receive 0..08 of one Sherwood share for every one
Western Keltic share surrendered. Outstanding options and warrants to
purchase Western Keltic shares are to be exchanged for options and warrants to
purchase Sherwood shares on the same share exchange ratio with corresponding
changes to the exercise prices. Western Keltic and a wholly-owned
subsidiary of Sherwood have been amalgamated and the amalgamated company is a
wholly-owned subsidiary of Sherwood named "Kutcho Copper
Corp.". An application will be made to have Western Keltic’s
shares delisted from the TSX Venture Exchange as soon as practicable.
Registered shareholders of Western Keltic will receive a letter of transmittal
providing instructions on how to exchange their share certificates pursuant to
the arrangement.
Kutcho Copper
Project
Sherwood, through its wholly owned subsidiary Kutcho Copper Corp., is currently re-evaluating and re-scoping the
Kutcho Project with the objective of defining and developing a smaller, less
capital intensive, high grade open pit mining operation that benefits from
Sherwood’s experiences in developing its high grade Minto copper-gold
mine in the Yukon.
Sherwood’s consultants, SRK Consulting (Canada) Inc. are leading the
preparation of a Preliminary Economic Assessment (PEA) on the redesigned and
re-scoped Kutcho project, which should be complete by mid-2008. As with
Sherwood’s accelerated development of its Minto project to production,
Sherwood aims to run multiple activities in parallel in order to reduce the
total time to commercial production. Hence a drill program to support
feasibility related activities commenced in May of 2008, prior to the completion
of the PEA. Assuming results of the PEA warrant, Sherwood aims to
continue to look for avenues to accelerate the development of the Kutcho
project into an operating mine, to the benefit of all stakeholders.
About Sherwood
Copper
Sherwood Copper’s objective
is the profitable production of base and precious
metals from high grade, open pit mines in Canada. Sherwood’s
first operating mine, the high grade Minto copper-gold mine in Yukon, Canada,
was built on budget and ahead of schedule. The Minto Mine is one of the
highest-grade open pit copper-gold mines in the world, and is forecast to be a
low cost producer. Aggressive
exploration on the Minto property
has yielded significant success, providing
Sherwood the opportunity to ‘grow from within’ by
expanding the resource and reserve base, potentially leading to further production increases. To further accelerate
its production growth, Sherwood
intends to pursue merger & acquisition opportunities that fit its business
model and, in May 2008, Sherwood acquired 100% ownership in Western Keltic
Mines, owner of the high-grade Kutcho copper-zinc-gold-silver deposit in
northwestern British Columbia..
Sherwood expects to lever off its successful development of the Minto Mine and
rapidly advance the Kutcho project
to a production decision.
Additional Information
Additional information on Sherwood
and its Minto Project can be obtained on Sherwood’s website at http://www.sherwoodcopper.com.
On behalf of the board of directors
SHERWOOD COPPER
CORPORATION
“Stephen P.
Quin”
Stephen P.
Quin
President &
CEO
Investor Contacts:
Sherwood Copper:
Stephen P. Quin 604.687-7545 or Brad Kopp 604-687-7545
Western Keltic Mines:
Brad Kopp 604-687-7545
The TSX Venture Exchange has not reviewed and
does not accept responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements
This document may contain "forward-looking
statements" within the meaning of Canadian securities legislation and the
United States Private Securities Litigation Reform Act of 1995. These
forward-looking statements are made as of the date of this document and the
Company does not intend, and does not assume any obligation, to update these
forward-looking statements.
Forward-looking statements relate to future
events or future performance and reflect management's expectations or beliefs
regarding future events and include, but are not limited to, statements with
respect to the estimation of mineral reserves and resources, the realization of
mineral reserve estimates, the timing and amount of estimated future production, costs of production,
capital expenditures, success of mining operations, environmental risks,
unanticipated reclamation expenses, title disputes or claims and limitations on
insurance coverage. In certain cases, forward-looking statements can be
identified by the use of words such as "plans", "expects"
or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and
phrases or statements that certain actions, events or results "may",
"could", "would", "might" or "will be
taken", "occur" or "be achieved" or the negative of
these terms or comparable terminology. By their very nature forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by the
forward-looking statements. Such factors include, among others, risks related
to actual results of current exploration activities; changes in project parameters as plans continue to be refined;
future prices of resources; possible
variations in ore reserves, grade or recovery rates; accidents, labour disputes
and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of
development or construction activities; as well as those factors detailed form
time to time in the Company's interim and annual financial statements and
management's discussion and analysis of those statements, all of which are
filed and available for review on SEDAR at www.sedar.com. Although the Company
has attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove
to be accurate, as actual results and future events could differ materially
from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements.