Sherwood Copper Corporation
TSX VENTURE : SWC

Sherwood Copper Corporation

December 05, 2006 08:00 ET

Sherwood Completes Non Brokered Private Placement for $5.65 Million

Sherwood Upgraded to Tier 1 Status by TSX-V Retraction of Preferred Shares Commenced

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 5, 2006) - Sherwood Copper Corporation (TSX VENTURE:SWC) today announced that it has completed the previously announced non-brokered private placement for gross proceeds of $5.65 million. In addition, Sherwood has also been notified by the TSX Venture Exchange that it has been upgraded to Tier 1 status. Finally, Sherwood has commenced the process to retract preferred shares issued in conjunction with the acquisition of the Minto Project in June 2005 for a nominal sum.

"Sherwood continues to make significant progress towards its objective of becoming a profitable producer of copper and gold from its high grade Minto project, where mine development is substantially advanced," said Stephen Quin, President & CEO of Sherwood Copper. "The recent financing allows us to continue with our value creation process by advancing the Area 2 target towards completion of a pre-feasibility study. The TSX Venture Exchange has recognized our efforts by upgrading us to Tier 1 status."

Financing

The non-brokered private placement was comprised of 465,000 flow-through shares priced at C$4.25 per share plus 1,115,000 common shares at a price of C$3.30 per share for total gross proceeds of $5,655,750. The net proceeds of the financings will be used for the advancement of Sherwood's high-grade Minto copper-gold project in the Yukon, including the advancement of the Area 2 mineralization through a pre-feasibility study, exploration on areas outside Area 2, and for general corporate purposes.

Tier 1 Listing

Sherwood was notified by the TSX Venture Exchange that, in accordance with Policy 2.5, the Company has met the requirements of a Tier 1 company. Therefore, effective Nov. 27, 2006, Sherwood's classification has been changed from Tier 2 to Tier 1.

Preferred Share Retraction

Sherwood today provided notice that it intends exercise its right to retract its outstanding Series 1 Preferred shares (the "Preferred Shares"), issued in June 2005 in conjunction with the acquisition of the Minto Project. The retraction will take effect on December 29, 2006 (the "Retraction Date") in accordance with the provisions of the Company's Articles.

The Preferred Shares provided that, if it were to sell the Minto Project within 12 months of the closing date or the completion of a bankable feasibility study, whichever is later, a portion of any sales proceeds would be paid to the holders of the Preferred Shares. The closing date was August 25, 2006, being the date on which the Company last took up and paid for the common shares of Minto Explorations Ltd. A bankable feasibility study (the "Bankable Feasibility Study Date") in respect of the Company's Minto Project was completed and announced on July 7, 2006.

Since Sherwood did not made a decision to sell the Minto Project prior to the later of the Bankable Feasibility Study Date and the first anniversary of the Closing Date, pursuant to its articles, Sherwood will now retract the outstanding Preferred Shares. On or after the Retraction Date, Preferred Share holders will only be entitled to receive $0.00001 (the "Retraction Price") for each Preferred Share owned. According to Sherwood's records, the cumulative Retraction Price for the Preferred Shares outstanding is $59.12.

Minto Project

The Minto Project is a high-grade copper-gold deposit located in the Yukon Territory of Canada. As announced on July 10, 2006 and updated August 28, 2006, Sherwood has completed a feasibility study for the development of the Minto Project as a high grade, open pit copper-gold mine, which study demonstrated robust returns. Sherwood has engaged its engineering, procurement and construction management, mining and general contractors for the development of a mining operation at Minto. Development is now well advanced and production is forecast to commence during the second quarter of 2007. Project financing and forward sales agreements for a significant portion of the first four years of production were announced October 26, 2006.

Sherwood

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

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

On behalf of the board of directors

SHERWOOD COPPER CORPORATION

Stephen P. Quin, President & CEO

This news release may contain forward looking statements which are not historical facts, such as ore reserve estimates, anticipated production or results, sales, revenues, costs, or discussions of goals and exploration results, and involves a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, metal price volatility, volatility of metals production, project development, ore reserve estimates, future anticipated reserves and cost engineering estimate risks, geological factors and exploration results. See the Company's filings for a more detailed discussion of factors that may impact expected results.

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 Quin
    President
    (604) 687-7545 or 1-888-338-2200
    or
    Sherwood Copper Corporation
    Brad Kopp
    Investor Relations
    (604) 687-7545 or 1-888-338-2200
    or
    Sherwood Copper Corporation
    Kristy Reynolds
    Investor Relations
    (604) 687-7545 or 1-888-338-2200
    (604) 689-5041 (FAX)
    Website: www.sherwoodcopper.com