Sherwood Copper Corporation

Sherwood Copper Corporation

February 22, 2008 07:00 ET

Sherwood Acquires 91.7% of Western Keltic Shares & Extends Offer for Remaining Shares

Sherwood will move to acquire all of remaining Western Keltic Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 22, 2008) - Sherwood Copper Corporation ("Sherwood") (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) is pleased to announce that it has acquired an additional 5,011,517 common shares of Western Keltic Mines Inc. ("Western Keltic") under Sherwood's offer (the "Offer") for all of the outstanding common shares of Western Keltic (the "Western Keltic Shares").

Sherwood has now acquired a total of 75,498,414 Western Keltic common shares, representing approximately 91.67% of the outstanding Western Keltic Shares.

Sherwood intends to issue Sherwood common shares in payment for the recently tendered Western Keltic Shares on or before February 26, 2008.

Final Extension of Offer for Remaining Shares

In order to allow for the remaining Western Keltic Shares to be tendered to the Offer, Sherwood has extended, for the last time, its Offer to acquire all of the outstanding 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 March 5, 2008 (the "Extended Expiry Time"). This final 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 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.

Second Step Transaction

After the Extended Expiry Time, Sherwood intends to commence a compulsory acquisition or a subsequent acquisition transaction to acquire all of the remaining Western Keltic Shares not already owned by Sherwood at the same price of 0.08 of a Sherwood common share for each Western Keltic Share after the Extended Expiry Time.

Early Warning Requirements under Applicable Securities Laws

As a result of the taking up and acceptance of payment of the Western Keltic Shares recently deposited to the Offer, Sherwood has acquired an aggregate of 75,498,414 common shares of Western Keltic, which represents approximately 91.67% 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 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. On February 12, 2008, Sherwood further extended the expiry time of its Offer to 5:00 p.m. (Toronto time) on February 21, 2008. For additional details, investors and securityholders of Western Keltic are strongly encouraged to read the terms and conditions of the Offer, the additional information in the Take-over Bid Circular and the Directors' Circular mailed on December 24, 2007 and filed on SEDAR, as well as the two Notices of Extension dated January 29, 2008 and February 12, 2008, also filed on SEDAR.

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


Stephen P. Quin, 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 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 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
    Investor Contact
    (604) 687-7545
    Sherwood Copper Corporation
    Brad Kopp
    Investor Contact
    (604) 687-7545
    (604) 689-5041 (FAX)