SUITE 860 - 625 HOWE STREET VANCOUVER,
BC V6C
2T6 CANADA
TEL: (604) 687-7545 FAX:
(604) 689-5041
PRESS RELEASE
FOR IMMEDIATE
RELEASE
February 11, 2008
#08-04
Sherwood Takes up 85.6% of Western
Keltic Shares & Extends Offer for Remaining Shares
VANCOUVER,
BRITISH COLUMBIA - Sherwood
Copper Corporation ("Sherwood") (SWC: TSX-V) today announced that 70,486,897
common shares of Western Keltic Mines Inc. ("Western Keltic") (representing approximately
85.6% of Western Keltic's issued and outstanding common shares) were validly
deposited to the offer of Sherwood (the "Offer") for all of the
outstanding common shares of Western Keltic (the "Western Keltic Shares")
and not withdrawn as at 5:00 p.m. (Toronto time) on February 11, 2008.
This result represents overwhelming
support for the Offer and Sherwood has taken up and accepted for payment all of
such shares tendered. Sherwood intends to issue Sherwood common shares in
payment for the tendered Western Keltic common shares on or before February 14,
2008.
Offer for Remaining Shares Extended
In order to allow for the
remaining Western Keltic Shares to be tendered to the Offer, Sherwood has
extended its Offer to acquire all of the remaining Western Keltic shares for
0.08 of a common share of Sherwood for each Western Keltic Share to 5:00 p.m.
(Toronto time)
on February 21, 2008. This extension will also permit holders of certain
warrants, options and other similar securities of Western Keltic to exercise
their warrants, options and similar securities and tender their Western Keltic common
shares to the Offer, thereby facilitating the ability of those holders to
receive Sherwood common shares.
A Notice of Extension has
been filed with Computershare Investor Services Inc., the Depositary under the
offer. The Notice of Extension will be mailed to Western Keltic shareholders
and will be filed with the applicable securities regulators in Canada.
Early Warning Requirements under Applicable Securities Laws
As a result of the taking
up and acceptance of payment of the Western Keltic Shared deposited to the
Offer, Sherwood has acquired an aggregate of 70,486,897 common shares of
Western Keltic, which represents approximately 85.6% of the outstanding common shares
of Western Keltic. At present,
Sherwood has extended its 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.
Additional Information
On December 24, 2007,
Sherwood filed an offer and take-over bid circular (the "Take-over Bid
Circular") related to its Offer for the outstanding common shares of Western
Keltic, which circular was accompanied by the directors’ circular of the
Board of Directors of Western Keltic (the "Directors' Circular") in
which the Western Keltic board unanimously recommended that shareholders of
Western Keltic accept the offer and tender their common shares. On
January 29, 2008, Sherwood extended the expiry time of its Offer from 5:00 p.m.
(Toronto time) on January 29, 2008 to 5:00 p.m.
(Toronto time)
on February 11, 2008. Investors and securityholders of Western Keltic are
strongly encouraged to read the terms and conditions of the Offer and the additional
information in the Take-over Bid circular as well as the Directors' Circular
mailed on December 24, 2007 and filed on SEDAR for additional details.
Kingsdale Shareholder
Services Inc. is the information agent for the Offer. 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.
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 this exploration
success. Sherwood plans to continue this "growth from within"
strategy, along with further operational optimizations, in its relentless
pursuit of value.
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
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
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 from 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.