Sherwood Copper Corporation

Sherwood Copper Corporation

March 03, 2008 10:21 ET

Sherwood Signs Exploration Memorandum of Understanding With Firestone Ventures Inc.

Newly Created Company Would Provide Sherwood With Additional Exploration Upside in Yukon

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 3, 2008) - Sherwood Copper Corporation (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) today announced that it has signed a Memorandum of Understanding ("MOU") with Firestone Ventures Inc. (TSX VENTURE:FV) whereby Sherwood's wholly owned subsidiary, Minto Explorations Ltd. ("MintoEx"), will receive an equity interest in a new public company to be created by Firestone in exchange for contributing four sets of mineral claims in the Minto region, access to MintoEx's extensive Yukon exploration database and participation in a regional exploration alliance.

The new company, Northern Tiger Resources Inc., would give Sherwood's shareholders exposure to an exploration company focused on exploration targets generally located outside of, but in proximity to the Minto Mine property in central Yukon. In addition to its equity holdings in Northern Tiger, under the terms of the MOU, MintoEx would retain back-in rights to acquire a 65% interest in any of Northern Tiger's projects located within a 50 km radius that are found to have mineralization amenable to processing in MintoEx's existing Minto Mine facilities. Details regarding the nature and timing of this transaction are currently being finalized by Sherwood's and Firestone's management, and will be subject to Northern Tiger completing a successful private placement and obtaining required TSX-V, court, bank and regulatory approvals.

Northern Tiger Resources

Firestone plans to spin-out its Canadian assets, including the Sonora Gulch gold project located northwest of the Minto Mine, into a new public company called Northern Tiger Resources Inc. Under the terms of the MOU, MintoEx will vend to Northern Tiger a 100% interest in four exploration properties located northwest, north and southeast of the Minto Mine, plus an extensive historical exploration database for the region. In addition, Northern Tiger and MintoEx will enter into a Regional Exploration Alliance Agreement (REAA). The REAA will provide for input and cooperation on planning and executing exploration programs and long-term strategies for the area, sharing of proprietary technical expertise to assist in exploration and project advancement, and access to MintoEx's infrastructure to facilitate exploration in the area.

"By this transaction, Sherwood Copper's subsidiary, Minto Explorations, would gain exposure to exploration targets outside of its Minto Mine property, having both (1) a back in right to any deposits discovered close to its existing mine infrastructure that could be processed at the existing process facilities and, (2) equity exposure to any other discoveries made through this alliance," said Stephen Quin, President & CEO of Sherwood Copper. "This is a win-win transaction for our respective shareholders and accelerates the exploration activity in the area of the Minto Mine and in the Yukon, to a level beyond what Sherwood would do on its own. This will allow Sherwood exposure to more generative type opportunities but not detract from its main exploration focus on the more advanced and highly prospective Minto Property," he added.

"The Spin-out will allow Firestone to concentrate on its advanced Torlon Hill zinc-lead-silver project in Guatemala while reducing future stock dilution," says Lori Walton, President of Firestone Ventures Inc. "We are also confident that Firestone shareholders will benefit from the experience, knowledge and capabilities of the Northern Tiger-Sherwood Copper exploration alliance in advancing the Sonora Gulch project, exploring the properties Minto Explorations is vending to Northern Tiger, and identifying other quality projects in the Dawson Range mining district."

MintoEx will retain back-in rights to acquire a 65% interest in any of Northern Tiger's projects located within a 50km radius that are found to have mineralization amenable to processing in MintoEx's existing Minto Mine facilities. The back-in rights are triggered within 30 days of Northern Tiger presenting MintoEx with an independent preliminary economic assessment prepared in accordance with National Instrument 43-101 on a particular property. MintoEx will pay to Northern Tiger two times the expenditures spent on the applicable property to the date of acquisition and become sole operator. The back-in rights may also be triggered within 30 days of Northern Tiger presenting MintoEx with a National Instrument 43-101 compliant positive pre-feasibility study. MintoEx will pay to Northern Tiger three times the expenditures spent on the applicable property to the date of acquisition and will become sole operator.

As consideration for the exploration properties, historical database and support through the REAA, Northern Tiger would issue to MintoEx that number of shares equivalent to twenty-five (25%) of the issued and outstanding shares of Northern Tiger as of the date immediately prior to a private placement planned to provide operating and exploration funding for the new company.

Closing of the transaction is subject to a number of conditions, including execution and Firestone's and MintoEx's Board of Director approval of formal agreements and obtaining required regulatory and bank approvals.

About Firestone Ventures

Firestone Ventures Inc. is a well-financed Canadian-based resource exploration and development company with zinc, gold and uranium projects in Western Canada and Central America. The common shares of the Company are currently listed on the TSX Venture Exchange (symbol FV) and the Frankfurt Stock Exchange (symbol F5V).


Sherwood Copper's primary focus is 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 forecast to be 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 February 2008, Sherwood acquired more than 90% ownership in Western Keltic Mines, owner of the high grade Kutcho copper-zinc-gold-silver deposit in northwestern British Columbia. Sherwood aims to repeat its success with the Minto project at the Kutcho project.

Additional Information

Additional information on Sherwood and its Minto Project can be obtained on Sherwood's website at

On behalf of the board of directors


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
    (604) 687-7545 or 1-888-338-2200
    Sherwood Copper Corporation
    Brad Kopp
    (604) 687-7545 or 1-888-338-2200
    Sherwood Copper Corporation
    Kristy Reynolds
    (604) 687-7545 or 1-888-338-2200
    (604) 689-5041 (FAX)