Sherwood Copper Corporation

Sherwood Copper Corporation

June 06, 2005 20:14 ET

Sherwood Announces More than 90% of Shares Tendered Under Takeover Bid for Minto Explorations; Flow Through & Special Warrant Financing to Fund Transaction

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 6, 2005) - Sherwood Mining Corporation (TSX VENTURE:SWM) -


Sherwood Mining Corporation is pleased to announce that a total of 5,589,700 Minto Explorations shares (94.54% of the issued and outstanding shares) have been tendered to Sherwood's takeover bid (the "Offer") for Minto Explorations Ltd. ("Minto Explorations"). As a result, the minimum condition has been met under the Offer and Sherwood has instructed the depositary to take up and pay for the Minto shares deposited under the Offer, in accordance with the terms of the Offer.

Of the total Minto Explorations shares tendered, 1,375,900 Minto Explorations shares were tendered in exchange for shares of Sherwood at the Offer ratio of 2.5 Sherwood shares per Minto Explorations share, while 4,213,800 Minto Explorations shares were tendered for cash. As a result of the forgoing, Sherwood is required to issue 3,439,750 Sherwood common shares to the Minto Explorations shareholders who elected to take Sherwood shares, and make a cash payment of $2,591,487 to those Minto Explorations shareholders that elected to take cash. Payment for the Mint Explorations shares deposited under the Offer will occur on June 8, 2005.

Compulsory Acquisition

Since more than 90% of Minto Explorations' shares have been deposited under the Offer, Sherwood intends to exercise its statutory rights to acquire the remaining Minto Explorations shares held by shareholders who did not accept the Offer on the same terms, including price, as the Minto shares that are acquired under the Offer.

Minto shareholders who have validly deposited their Minto Explorations shares need not take any further action to accept the Offer.

Minto Board

Upon payment for the Minto Explorations shares being made, Sherwood will reconstitute Minto's board of directors so that it will consist of Bruce McLeod, Stephen Quin and Lutz Klingman. Messrs. McLeod and Quin are currently directors and senior officers of Sherwood. Mr. Klingman is the former President & CEO of Minto Explorations and a current director. Mr. McLeod will assume the position of President & CEO of Minto Explorations, and Mr. Quin will be appointed Secretary and CFO.


The amended flow-through and special warrant financing (the "Offering") announced on June 1, 2005 will be comprised of up to 8,800,000 Flow-Through Shares ($2,200,000) at a price of $0.25 per share and up to 32,000,000 Unit Special Warrants ($8,000,000) at a price of $0.25 per Unit Special Warrant. Each Unit Special Warrant will be exchangeable for one unit of Sherwood ("Unit"). Each Unit will consist of one common share of Sherwood and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one common share of Sherwood for a period of 24 months after the closing date at a price of $0.35.

The Offering is subject to normal documentation and regulatory approval. The Unit Special Warrant portion is expected to close on or about June 7, 2005 and the Flow-Through Share portion is expected to close June 8, 2005 or, in each case, such other date or dates as the Agents and Sherwood may agree upon. The securities issued under the Offering and the securities issuable upon the exchange thereof will be subject to a four month hold period after the closing date.

Minto Project

Sherwood's successful takeover of Minto Explorations provides a unique investment opportunity - participation in an already permitted, partially constructed, high grade, open pit copper project located in Canada with infrastructure and exploration potential on the property.

Additional details on the Minto project and the Offer are detailed in Sherwood's offer to purchase and takeover bid circular dated April 29, 2005 which is available on the Minto Explorations' profile on the SEDAR website at


D. Bruce McLeod, P.Eng., President

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

Contact Information