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

Sherwood Copper Corporation
Capstone Mining Corp.
TSX : CS

Capstone Mining Corp.

November 24, 2008 09:41 ET

Sherwood and Capstone Announce Closing of Business Combination

Combination Creates High Grade, Low Cost, Growth Oriented Copper Producer Protected by Copper Hedge

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 24, 2008) - Sherwood Copper Corporation (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) and Capstone Mining Corp. (TSX:CS) are pleased to announce that the previously announced business combination, by way of Plan of Arrangement (the "Arrangement"), was approved by the Supreme Court of British Columbia on November 21, 2008 and closed effective as of 6:00 AM (Vancouver time) earlier today. Sherwood's shares have ceased trading, effective the closing time of 6:00 AM.

"The completion of the business combination between Capstone Mining and Sherwood Copper creates the new Capstone Mining Corp.; a high grade, low cost, growth oriented intermediate copper producer with a strong balance sheet and robust cash flow supported by significant in-the-money copper forward sales," said Darren Pylot, President & CEO of Capstone Mining. "I look forward to working together with the new board of directors and management team to continue growing the new company via organic and outside opportunities."

"Sherwood's Minto mine and Capstone's Cozamin mine are both low cost, high grade operations that have undergone a period of rapid resource expansion and production increases over the past two years," said Stephen Quin, President & CEO of Sherwood Copper. "The benefits of these expansions, including both resources and copper output, should be evident in 2009 as resource estimates are updated and the full production capacity of each mine is realized. We now look forward to focusing on maximizing output and minimizing costs for both operations, while continuing to take advantage of value opportunities internally and externally."

Combined Company Highlights

Capstone Mining, now that it has completed the Arrangement with Sherwood Copper, has the following attributes

1. High grade, low cost copper production from two mining operations, Minto and Cozamin;

2. Significant by-product production of gold and silver from Minto and silver, zinc and lead from Cozamin;

3. Operations all in North America, in mining friendly jurisdictions: Minto in the Yukon, Canada and Cozamin in Zacatecas, Mexico;

4. Cash flow engine supported by robust hedge book, with the combined companies having sold forward approximately 122.5 million pounds of copper at an average price of US$2.56 per pound, as at September 30, 2008;

5. Track record of growing resources and production with Phase III production expansions recently completed at Minto (to 3,200 tpd) and Cozamin (to 3,000 tpd) and now being commissioned;

6. Successful exploration programs at Minto and Cozamin in 2007 and 2008 that should result in significant resource to reserve conversion and, in the case of Minto, additional increases in resources that could support further production expansions;

7. Additional high grade copper development project at Kutcho, with significant silver, gold and zinc by-products, where drilling completed in 2008 is expected to support the definition of smaller, higher grade project with enhanced economics;

8. Strong balance sheet, further enhanced following the recently completed life-of-mine precious metal transaction with Silverstone Resource Corp.;

9. Continued exposure to precious metals through a 22% shareholding in Silverstone; and

10. Strong management team with a proven ability to acquire, develop projects on plan and on budget and operate effectively and efficiently.

Transaction Summary

Pursuant to the Arrangement, holders of Sherwood shares are entitled to receive 1.566 Capstone shares for every one Sherwood share held. Outstanding options and warrants of Sherwood are to be adjusted in accordance with their terms so that the number of Capstone shares received upon exercise and the exercise price are adjusted proportionately to reflect the same exchange ratio. Sherwood and a wholly-owned subsidiary of Capstone have been amalgamated under the name "Capstone Mining North Ltd." and the amalgamated company is a wholly-owned subsidiary of Capstone. Additional information on the transaction is available in the Information Circular available on SEDAR at www.sedar.com.

Sherwood Shares to be Delisted

Sherwood's shares will be delisted from the TSX Venture Exchange on or about November 25, 2008. Sherwood shareholders have received a letter of transmittal providing instructions on how to exchange their share certificates pursuant to the Arrangement. Sherwood shareholders can also find a copy of the letter of transmittal on SEDAR at www.sedar.com.

Board & Management of Capstone

As a result of the closing of the Arrangement, Capstone now owns 100% of Sherwood's Minto copper-gold mine in Yukon, Canada and high grade Kutcho copper-zinc project in BC, Canada. The board of directors of Capstone now consists of six directors, being Colin K. Benner (Chairman), Darren Pylot (Vice Chairman), Stephen Quin, Bruce McLeod, John Wright and Lawrence Bell. Colin K. Benner, Stephen Quin, Bruce McLeod and Lawrence Bell are former directors of Sherwood. Darren Pylot becomes Vice Chairman and CEO, Stephen Quin becomes President and COO, and Richard Godfrey CFO of Capstone.

Convertible Debentures

In accordance with the terms of the Indenture, Capstone will be making an offer to purchase (the "Offer to Purchase") all outstanding Debentures (as defined below) within 30 days after November 24, 2008, being the effective date of the Arrangement, at a purchase price per $1,000 principal amount of the Debentures equal to the aggregate of (i) 101% of the principal amount of the Debentures and (ii) all accrued and unpaid interest thereon up to but excluding the date of payment specified in the Offer to Purchase, all in accordance with the Indenture.

In connection with the closing of the Arrangement Capstone, Capstone North and Computershare Trust Company of Canada ("Computershare") have entered into an indenture (the "First Supplemental Indenture") supplemental to the trust indenture made as of February 28, 2007 (the "Original Indenture") between Sherwood and Computershare, which indenture contains the terms and conditions governing the outstanding convertible unsecured subordinated debentures of Sherwood with the designation of "5% Convertible Unsecured Subordinated Debentures due March 31, 2012" (the "Debentures"). The First Supplemental Indenture, among other things, (a) contains an agreement by Capstone to assume the obligations of Sherwood under the Debentures and the Original Indenture and (b) sets forth the adjustment in respect of the Debentures to give effect to the relevant adjustment provisions of the Original Indenture. Copies of the Original Indenture and the First Supplemental Indenture (collectively, the "Indenture") are available on SEDAR at www.sedar.com under the companies' respective profiles.

The Debentures will be delisted from the TSX Venture Exchange in due course and listed as securities of Capstone on the Toronto Stock Exchange under the symbol "CS.DB".

The New Capstone

With Sherwood and Capstone now combined, Capstone Mining will be a well-funded, low-cost, growth-oriented, intermediate copper company with two producing high grade copper mines in mining friendly jurisdictions in North America. Following extensive in-fill and step out drilling at both the Cozamin and Minto mines, new resource estimates are being compiled and are expected to result in increased reserves, support longer mine lives and, in the case of Minto, further potential increases in mill capacity. In addition, the high grade Kutcho copper project continues to be redesigned as a smaller, higher grade project following significant improvements in the continuity of the high grade mineralization realized in 2008.

Combined, the existing operations' production levels, coupled with their expansion potential, the potential of the Kutcho project, a strong hedge book and recently enhanced balance sheet create an attractive base metal production entity. The new company has a platform for organic growth and is well positioned to take advantage of external growth opportunities and lever off of its mine building, operating, financing, exploration and project management teams.

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 Capstone Mining Corp. and Sherwood Copper Corporation (hereinafter referred to as the "Companies") do not intend, and do not assume any obligation, to update these forward-looking statements.

Forward-looking statements relate to future events or future performance and reflect management of the Companies' 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 Companies 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 Companies' 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 Companies have 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.

Neither the TSX Venture Exchange nor the TSX any accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Capstone Mining Corp.
    Darren Pylot
    Vice Chairman & CEO
    (604) 684-8894 or 1-866-684-8894
    or
    Capstone Mining Corp.
    Chris Tomanik
    (604) 684-8894 or 1-866-684-8894
    or
    Capstone Mining Corp.
    Mark Patchett
    (604) 684-8894 or 1-866-684-8894
    (604) 688-2180 (FAX)
    Email: info@capstonemining.com
    or
    Sherwood Copper Corporation
    Stephen Quin
    President & COO
    (604) 687-7545 or 1-888-338-2200
    or
    Sherwood Copper Corporation
    Chris Curran
    (604) 687-7545 or 1-888-338-2200
    (604) 689-5041 (FAX)
    Email: info@sherwoodcopper.com
    Website: www.sherwoodcopper.com