Sherwood Copper Corp.
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Western Keltic Mines Inc.
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SUITE 860 - 625 HOWE STREET VANCOUVER, BC V6C 2T6 CANADA
TEL: (604) 687-7545 FAX: (604) 689-5041
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SUITE 600
– 888 DUNSMUIR STREET VANCOUVER,
BC V6C
3K4 CANADA
TEL: (604) 682-8414 FAX: (604) 682-3727
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PRESS RELEASE
FOR IMMEDIATE
RELEASE
December 24,
2007 #07-38
Sherwood Copper Mails Offer for Western Keltic Mines
Western Keltic Board of Directors
Unanimously Support Sherwood’s Offer
VANCOUVER, BRITISH COLUMBIA - Sherwood
Copper Corporation (SWC: TSX-V) and Western Keltic Mines Inc. (WKM: TSX-V)
today announced that Sherwood Copper has commenced and mailed its offer to
acquire all of the outstanding common shares of Western Keltic (the
“Offer”). The mailing of Sherwood's Offer and Take-over
Bid Circular is accompanied by the Directors’ Circular of the Board of
Directors of Western Keltic in which the Western Keltic board unanimously
recommends that shareholders of Western Keltic accept the Offer and tender
their common shares.
Under the
terms of the Offer, Sherwood would acquire all
the shares of Western Keltic through the issuance of 0.08 of a share of
Sherwood for each share of Western Keltic. Based on the November 23,
2007 closing price for the Sherwood
shares, this equates to an approximate
price of $0.47 per Western Keltic
share. The consideration under the Offer represented
a premium of 53% over Western
Keltic’s closing price on
November 23, 2007. On December 21,
2007, the closing price of the
Western Keltic Shares on the TSX-V was $0.395 and the closing price of the Sherwood Shares on the TSX-V was
$5.20.
The Board of
Directors of Western Keltic has unanimously determined that the Offer is fair
to the Western Keltic shareholders and that the Offer is in the best interests
of Western Keltic. Each director and certain officers and
shareholders of Western Keltic have entered into written agreements
("Lock-Up Agreements") to accept and tender their shares (representing an aggregate of approximately
17.7 million Western Keltic shares, being approximately
21.85% of the outstanding Western Keltic shares; or approximately
28.4 million Western Keltic shares including shares that are issued or issuable
upon the exercise of options and warrants) to Sherwood's Offer.
The Offer is
open for acceptance until 5:00 p.m. (Toronto time) on January 29, 2008, and is
subject to customary conditions including, without limitation, absence of
adverse material changes, receipt of all necessary regulatory approvals and a minimum of 66-2/3 per cent of Western
Keltic shares being tendered. Full details of the Offer are contained in
the Take-over Bid Circular and Directors' Circular, which will be filed with
the Canadian Securities Commissions and the United States Securities and
Exchange Commission at www.sedar.com and www.sec.gov,
respectively.
Kingsdale
Shareholder Services Inc. is the information agent for the Offer. We
encourage you to read the terms and conditions of our Offer and the additional
information in the Take-over Bid Circular as well as the Directors' Circular
and, if you have any questions, please do not hesitate to contact Kingsdale
Shareholder Services Inc. toll-free in North America
at 1-866-639-8111.
Early Warning Requirements under Applicable Securities
Laws
As a result of
the commencement and making of the Offer and the rights made effective under
the Lock-Up Agreements, Sherwood has been granted the right to acquire pursuant
to the Offer an aggregate of 17,659,437 common shares of Western Keltic
(28,363,687 common shares on a diluted basis assuming all of the options and
warrants subject to the Lock-Up Agreements are exercised), which represents approximately
21.85% of the outstanding common shares of Western Keltic (approximately 30.99% of the common shares on a diluted
basis assuming all and only all of the options and warrants subject to the
Lock-Up Agreements are exercised). At present,
Sherwood has commenced a takeover bid for all of the outstanding common shares
of Western Keltic and intends to acquire 100% of the outstanding common shares
of Western Keltic subject to the terms and conditions set out in Sherwood's
Offer and Take-Over Bid Circular. A copy of the early warning report filed
pursuant to the applicable securities legislation is available online at www.sedar.com
under Western Keltic's profile or
may be obtained by contacting Sherwood at 860-625 Howe Street Vancouver,
BC V6C 2T6,
tel (604) 687-7545, fax (604) 689-5041.
About Sherwood Copper
Sherwood has
100% ownership of the high-grade open pit Minto copper-gold mine located in the
Yukon Territory of Canada. Sherwood acquired the Minto Project in June
2005 and, in just two years from its acquisition, completed a bankable
feasibility study, arranged project
financing, and built a $100 million open pit copper-gold mine. Commercial
production commenced on October 1,
2007. In parallel with these development activities, Sherwood has been
running a very successful exploration program
that has resulted in multiple discoveries of high grade copper-gold
mineralization across its Minto Mine property.
A recent pre-feasibility indicates
how production at the project could be increased as a result of
exploration success. Sherwood plans to continue this “growth from
within” strategy, along with further operational optimizations, in its
relentless pursuit of value.
Additional Details of the Offer
Western Keltic
shareholders wishing to accept the offer must
complete the letter of transmittal which is being mailed to them and return it
together with the certificates representing
their Western Keltic shares to Computershare Investor Services Inc., the
depositary under the Offer. If Western Keltic
shares are held by a broker or other financial intermediary, Western Keltic
shareholders should contact their broker or intermediary and instruct them to
tender the Western Keltic shares to the Offer.
Notice to U.S. Shareholders of Western Keltic
As a result of
restrictions under United States securities laws, no Sherwood shares will be
delivered in the United States or to or for the account or for the benefit of a
person in the United States, unless Sherwood is satisfied that the investment
decision is being made in Idaho, Iowa, Kansas, Maine, Michigan, Minnesota,
Missouri, Nevada, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South
Carolina, South Dakota or Vermont, and that all required regulatory approvals have been received. Western Keltic
shareholders with investment decisions made in any other U.S. state or
jurisdiction, or in a state named above in which Sherwood is not ultimately
satisfied that all required regulatory approvals
have been received who would otherwise receive Sherwood shares in exchange for
their Western Keltic shares may, at the sole discretion of Sherwood, have such
Sherwood shares issued on their behalf to a selling agent, which shall, as
agent for such Western Keltic shareholders (and without liability, except for
gross negligence or willful misconduct), sell such Sherwood shares on their
behalf over the facilities of the TSX-V and have the net proceeds
of such sale, less any applicable brokerage commissions, other expenses and
withholding taxes, delivered to such shareholders.
The Offer is being made for the securities
of a Canadian issuer and the Offer and Take-over Bid Circular have been prepared in accordance with the disclosure
requirements of Canada.
Western Keltic shareholders should be aware that such requirements are
different from those of the United States.
The financial statements included or incorporated by reference in the Offer and
Take-over Bid Circular have been prepared
in accordance with Canadian generally accepted accounting principles, and are subject to Canadian auditing and
auditor independence standards, and thus may not be comparable to financial
statements of United States companies.
The enforcement by Western Keltic shareholders
of civil liabilities under the United States federal securities laws may
be affected adversely by the fact that Sherwood is incorporated under the laws
of Canada, that some or all of its officers and directors may be residents of
jurisdictions outside the United States, that some or all of the experts
named in the Offer and Take-over Bid Circular may be residents of jurisdictions
outside the United States and that all or a substantial portion of the
assets of Sherwood and said persons may be located outside the
United States.
You should be aware that Sherwood may,
subject to compliance with applicable laws, purchase Western Keltic shares
otherwise than under the Offer, such as in open market purchases or privately negotiated purchases.
On behalf of the board of
directors
On behalf of the board of directors
SHERWOOD COPPER
CORPORATION
WESTERN KELTIC MINES INC.
“Stephen P.
Quin”
“John McConnell”
Stephen P.
Quin
John McConnell
President &
CEO
President & CEO
Investor Contacts:
Sherwood Copper:
Stephen P.
Quin 604.687-7545 or Brad Kopp
604-687-7545
Western Keltic Mines:
John McConnell
604.682-8414
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.