Sherwood Copper Corporation
TSX VENTURE : SWC
TSX VENTURE : SWC.DB

Sherwood Copper Corporation
Western Keltic Mines Inc.
TSX VENTURE : WKM

Western Keltic Mines Inc.

December 24, 2007 15:03 ET

Sherwood Copper Mails Offer for Western Keltic Mines

Western Keltic Board of Directors Unanimously Support Sherwood's Offer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 24, 2007) - Sherwood Copper Corporation (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) and Western Keltic Mines Inc. (TSX VENTURE:WKM) 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

SHERWOOD COPPER CORPORATION

Stephen P. Quin, President & CEO

On behalf of the board of directors

WESTERN KELTIC MINES INC.

John McConnell, President & CEO

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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Sherwood Copper Corporation
    Stephen P. Quin
    (604) 687-7545
    or
    Sherwood Copper Corporation
    Brad Kopp
    (604) 687-7545
    (604) 689-5041 (FAX)
    Website: www.sherwoodcopper.com
    or
    Western Keltic Mines Inc.
    John McConnell
    (604) 682-8414
    (604) 682-3727 (FAX)