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

Sherwood Copper Corporation

September 18, 2008 12:43 ET

Sherwood Sets Shareholder Meeting Date for Capstone Combination

Combination Creates High Grade, Low Cost, Growth Oriented Copper Producer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 18, 2008) - Sherwood Copper Corporation (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) today announced that it has set November 14, 2008 as the date for a special meeting of its shareholders to vote in respect of the business combination with Capstone Mining Corp. (TSX:CS), details of which were announced on September 8, 2008. Since the date of the announcement, Sherwood's management has had discussions with the majority of its shareholders, who have indicated that they intend to support the transaction at the special meeting. Indications are expressions of intent and do not represent firm commitments and no lock up agreements have been entered into.

Transaction Rationale

Sherwood and Capstone also reiterated the benefits of the business combination by noting the following combined company attributes:

- Two high grade, low cost mining operations in pro mining jurisdictions - Sherwood's Minto copper-gold mine and Capstone's Cozamin copper-silver mine;

- Pro forma combined production of 37 million pounds of copper in concentrates at total cash costs of US$0.97 per pound in the first half of 2008 with higher production anticipated in the second half as both operations complete their ramp up to their expanded capacity;

- Pro forma cash flow from operations of US$75.7 million in the first half of 2008;

- Forecast production of 85 million pounds of copper in concentrates in 2008, increasing to 110 million pounds in 2009, with significant by-products of gold, silver, lead and zinc;

- Forecast total cash costs of under US$1.00 per pound of payable copper in 2008 and 2009, including all off-site costs and net of by-product credits;

- Continued focus on organic growth through exploration at existing mines, where resources have increased substantially over the past three years even before incorporating the results of major exploration programs carried out at both mines in 2008;

- Well funded pro forma combined entity, with exceptional cash flow generating capacity, that is well positioned to fund (a) continued growth at existing high grade Minto and Cozamin mines, (b) the advancement of the high grade Kutcho copper project towards a production decision, and (c) accretive merger and acquisition opportunities;

- Significant downside protection through the combined forward sales positions that extend into 2011 and beyond, yet with significant upside leverage to metal prices since more than half of the production will be delivered at spot prices during that period, before accounting for proposed production expansions (which would increase exposure to spot prices);

- A combined management team with complementary experience and a proven track record of building and profitably operating mines to create shareholder wealth, supported by a seasoned and experienced board of directors;

- Enhanced market exposure for Sherwood's shareholders through access to Capstone's TSX listing and increased weighting in the TSX composite index.

Sherwood and Capstone believe that their shareholders will benefit from the tax-effective combination of the two companies and the creation of a significantly enhanced business platform.

The special meeting of Sherwood's shareholders will be held in the offices of Sherwood's counsel, Dumoulin Black, on the 10th floor of 595 Howe Street, Vancouver BC at 10:00 AM on November 14, 2008. Additional information will be provided in the information circular to be mailed to Sherwood's shareholders in October 2008.

About Capstone Mining

Capstone is a Canadian based mining company currently operating the 100% owned Cozamin copper-silver-lead-zinc mine located in Zacatecas State, Mexico. The Cozamin Mine produced 6.7 million pounds of copper at a total cash cost of US$0.90 per pound in the three months ended June 30, 2008. Capstone has approximately 80.3 million shares outstanding and is well financed with no bank debt, and approximately US$100 million in working capital and marketable securities as of June 30, 2008, based on current share prices.

Additional information on Capstone Mining and its Cozamin Mine is available on Capstone's website at http://www.capstonemining.com.

About Sherwood Copper

Sherwood Copper's objective is the profitable production of base and precious metals from high grade, open pit mines in Canada. Sherwood's first operating mine, the high grade Minto copper-gold mine in Yukon, Canada, was built on budget and ahead of schedule. The Minto Mine is one of the highest-grade open pit copper-gold mines in the world, and is a low cost producer. Aggressive exploration on the Minto property has yielded significant success, providing Sherwood the opportunity to 'grow from within' by expanding the resource and reserve base, potentially leading to further production increases. To further accelerate its production growth, Sherwood intends to pursue merger & acquisition opportunities that fit its business model and, in May 2008, Sherwood acquired 100% ownership in Western Keltic Mines (now Kutcho Copper Corp.), owner of the high-grade Kutcho copper-zinc-gold-silver deposit in northwestern British Columbia. Sherwood expects to lever off its successful development of the Minto Mine and rapidly advance the Kutcho project to a production decision. Sherwood has also agreed to combine with Capstone Mining, subject to requisite shareholder and regulatory approvals, creating a new low cost, growth oriented copper producer with two high grade mines and a strong balance sheet.

Additional information on Sherwood and its Minto Mine can be obtained on Sherwood's website at http://www.sherwoodcopper.com.

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 Corp. (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
    President & 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
    Website: www.capstonemining.com
    or
    Sherwood Copper Corporation
    Stephen Quin
    President & CEO
    (604) 687-7545 or 1-888-338-2200
    or
    Sherwood Copper Corporation
    Neil MacRae
    (604) 687-7545 or 1-888-338-2200
    (604) 689-5041 (FAX)
    Email: info@sherwoodcopper.com
    Website: www.sherwoodcopper.com