Sherwood Copper Corporation

Sherwood Copper Corporation

March 29, 2005 11:50 ET

Sherwood to Acquire Minto Copper-Gold Project, Yukon Territory


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: SHERWOOD MINING CORPORATION

TSX VENTURE SYMBOL: SWM

MARCH 29, 2005 - 11:50 ET

Sherwood to Acquire Minto Copper-Gold Project, Yukon
Territory

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - March 29, 2005) - Sherwood
Mining Corporation (TSX VENTURE:SWM) announced today that it has entered
into a binding agreement whereby Sherwood could acquire a 100% working
interest in the advanced stage Minto copper-gold project (the "Minto
Project") in the Yukon Territory.

Sherwood has agreed to make a take over offer (the "Offer") for Minto
Explorations Ltd. ("Minto Explorations"), a TSX Venture Exchange listed
company, which has a 100% working interest in the Minto Project, whereby
Sherwood will offer C$0.615 in cash or 2.5 shares of Sherwood for each
Minto Explorations share, representing at least a 10% premium to the
trade weighted average ratio over the past 5, 30 and 45 trading
sessions. Sherwood will also issue a participation right (the
"Participation Rights") for each Minto Exploration share tendered to the
Offer, as discussed below.

Minto Explorations' Board of Directors has unanimously recommended
approval of Sherwood's offer (the "Offer") following a nine month sale
process overseen by an independent committee of the Board. ASARCO LLC, a
wholly owned subsidiary of Grupo Mexico, holds 3,397,500 shares (57.5%)
of Minto Explorations and has agreed to enter into an irrevocable
lock-up agreement with Sherwood in support of the Offer. If successful
in its Offer, Sherwood anticipates a closing date of on or before June
15, 2005 (the "Closing Date").

Separate to its shareholding, ASARCO LLC also holds approximately
C$680,000 in debt owed by Minto Explorations, which will be repaid in
full on closing of the Offer. ASARCO LLC will also transfer to Sherwood
its rights to earn a 70% working interest in the Minto Project on
closing. In addition, Sherwood has the option to purchase ASARCO LLC's
0.375% NSR royalty on the Minto Project for C$350,000, payable on
closing in cash or shares of Sherwood, at Sherwood's election, with the
price based on the trade weighted average of Sherwood's shares for the
10 days prior to the Closing Date. This option must be exercised prior
to executing the definitive agreements in respect of the Offer and
related transactions.

Falconbridge Limited has certain rights in respect of portions of the
Minto deposit, including the right to repurchase a portion of the
deposit for C$500,000 after March 31, 2005. Falconbridge has agreed to
extend the March 31 date to June 15, 2005 provided Sherwood makes the
Offer, and to surrender those rights in exchange for a cash payment of
C$2,686,000 on closing. In addition, Sherwood has the option to purchase
Falconbridge's 0.75% NSR royalty on the Minto Project for C$700,000,
payable on closing in cash or shares of Sherwood, at Sherwood's
election, with the price based on the trade weighted average of
Sherwood's shares for the 10 days prior to the Closing Date. This option
must be exercised prior to executing the definitive agreements in
respect of the Offer and related transactions.

Should Sherwood decide to sell the Minto Project within 12 months of the
closing date or the completion of a bankable feasibility study,
whichever is later, Sherwood has agreed to distribute 50% of any sales
proceeds over and above $7 million (the "Additional Consideration"),
allocated 42.5% to Falconbridge and 57.5% to the holders of the
Participation Rights. Each Participation Right will be eligible to
receive an equal share (defined as 1 over 5,912,501) in 57.5% of the
Additional Consideration over and above the $7 million.

Minto Project

The Minto Project is an advanced stage copper-gold project located
approximately 240km northwest of Whitehorse in the Yukon Territory of
Canada. ASARCO LLC was earning a 70% interest in the project by spending
US$25 million to put the project into production based on a 1995
feasibility study. This study was based on a 1994, pre-NI 43-101
resource estimated to contain 9.7 million tons grading 1.73% copper,
0.014 oz/ton gold and 0.22 oz/t silver based on more than 37,000m of
drilling in 300 drill holes. The feasibility study assumed open pit
mining of 6.5 million tons grading 2.13% copper, 0.018 oz/ton gold and
0.27 oz/ton silver, of which 191,000 tons was mined from underground.
Since these estimates were prepared before the introduction of NI
43-101, they should be treated as historical estimates only. Investors
are cautioned that recent independent verification has not been
completed and Sherwood has not completed sufficient work to
independently verify the historical resource and reserve estimates.
Sherwood is not treating the historical estimates as NI 43-101 defined
resources and reserves verified by a qualified person and the historical
estimates should not be relied upon.

The 1995 feasibility study assumed open pit mining at a life-of-mine
strip ratio of 4.9 to 1 and milling 1,500 tons of ore per day producing
254 million pounds of copper over a 12 year mine life, with higher
grades in the first three years of production. Capital costs were
estimated at C$26.6 million. An independent review of the Minto
feasibility study in 2000 proposed increasing mill throughput to 1,723
tons per day and reducing the mine life to 11 years. Additional work
would be required to update the feasibility study to take into account
changes since the last review, including changes in metal prices,
exchange ratios, costs of consumables and labour, and any other changes
since then. Sherwood is not treating the historical estimates as NI
43-101 compliant estimates verified by a qualified person and these
historical estimates should not be relied upon. Some of the material
proposed to be mined may have been categorized as inferred resources
under NI43-101 if it had been in place at the time of estimation and, by
definition, have insufficient information to apply mining methods and
costs and cannot be relied up in forecasts.

Engineering work had been completed, a Class A water licence granted and
construction commenced. In 1996-99, a 28.8km mine access road was
completed, the mill foundations excavated and concrete footings poured,
a camp constructed and a SAG mill and ball mills purchased and moved to
site. All construction ceased in 1999, and the property has lain largely
idle since then.

Sherwood Mining Corporation

Sherwood is a junior exploration company focused on the acquisition,
exploration and development of mineral projects. Sherwood currently has
26,124,994 shares issued and is expected to have approximately 38.7
million shares issued on closing of the Offer, prior to completion of
the share consolidation discussed below.

Financing

To be in a position to finance the Offer and related transactions,
Sherwood has arranged a standby credit facility of C$7 million with
Quest Capital Corp. Terms of the Quest facility include a non-refundable
standby fee of 3% payable as to 954,545 common shares of Sherwood, a 10%
draw down fee payable in common shares of Sherwood priced at a 20%
discount to the prior 10-day weighted average share price at the time of
the drawdown, and a 12% per annum compounded monthly interest rate.

Miramar Mining Corporation (TSX:MAE) currently owns 10 million shares of
Sherwood, representing 38% of the issued capital. In order to facilitate
the transaction, Miramar has agreed to provide a $300,000 private
placement at C$0.25 per share to fund Sherwood's cost during the period
of the offer. In addition, to facilitate the funding of the offer,
Miramar has agreed to grant Quest an option to purchase 1.0 million of
its Sherwood shares on execution of the standby credit facility at a
price of C$0.25 per share for a period of 18 months, and, upon
completion of the Offer, Miramar will grant Quest an option to purchase
an additional 1.5 million shares at a price of $0.35 per share for a
period of 18 months from the closing date of the Takeover Offer. In
consideration of facilitating the Quest financing, Sherwood will issue
Miramar $150,000 in units at a deemed price of C$0.35 per unit, each
unit comprised of one common share and one common share purchase
warrant. Each warrant is exchangeable for a period of one year for one
common share priced at the greater of (a) $0.35 per share, and (b) the
issue price for any financing completed by Sherwood on or before the
Closing Date. This would result in Miramar receiving 428,571 shares plus
428,571 warrants in Sherwood.

Conditions

The delivery of the Offer is subject to execution and delivery of
definitive agreements by the parties, completion of due diligence by
Quest in connection with the Minto Project and all required regulatory
approvals. Assuming satisfactory completion of these conditions, it is
expected that the Offer would be delivered to Minto Explorations
shareholders on or about April 15, 2005.

Sherwood's Plans

On the successful completion of the Offer, Sherwood intends to initiate
the work required to make the resource estimates compliant with NI
43-101, to update the feasibility study, to apply for and obtain any
necessary amendments to the current permits and, based on successful
completion of these matters, to commence construction of a low cost
copper-gold mining operations at the earliest possible date. During
these activities, Sherwood would also look to evaluate several
exploration opportunities to expand the available mineable reserves in
areas where potential has been identified by prior drilling, including
the following:

1. Potential for underground mining of higher grade portions of the
resources contemplated as being left in the pit walls in earlier studies;

2. Potential for extensions to the main deposit (a) to the north of an
offsetting fault and (b) to the southwest where a 2001 drill hole by
ASARCO intercepted 3.05% copper over 73 feet in drill hole 2001-14;

3. Poorly tested exploration areas away from the main deposit where
drilling has intercepted up to 3.2% copper over 52 feet in hole A5-71
and 5.3% copper over 25 feet in hole A137-74 in poorly evaluated zones
of copper mineralization that may offer opportunities for delineation of
satellite deposits;

4. Numerous other showings and targets identified during more than 30
years of exploration.

Chicago Option

Given the material nature of this transaction, Sherwood will be
focussing all of its energy and efforts on completing this transaction
and, if successful, on moving the Minto project forward. As a result,
Sherwood will be terminating forthwith the option announced on December
29, 2003 to earn an interest in the Chicago claims on the Hope Bay belt
from Miramar Mining Corporation.

Share Consolidation

Sherwood intends to propose for consideration by its shareholders a
special resolution to approve a share consolidation of up to four old
shares for each one new share at its annual and special meeting of
shareholders to be held April 15, 2005. It is not currently intended
that the share consolidation would be effected unless the Takeover Offer
and related transactions are completed, or a significant acquisition or
financing is otherwise completed by Sherwood. There are currently
26,124,994 common shares of Sherwood outstanding and, if the full
proposed consolidation was effected, would result in 6,531,249 common
shares being issued after the consolidation, before taking into account
shares to be issued in connection with the Offer and related
transactions that would also be subject to the share consolidation.

All share consolidations will take place on the successful completion of
the Offer, the financing discussed above, the payments to Miramar and
other related transactions.

Sherwood will effect a name change in conjunction with the share
consolidation to a name to be approved by the Sherwood Board. Completion
of the share consolidation and name change are subject to shareholder
approval and TSXV acceptance.

Forward Looking Statements

This presentation contains certain forward looking statements and you
are referred to Sherwood's Annual Report and Annual Information Form for
a discussion of the risks associated with forward looking statements and
other risk factors.

The technical information in this news release has been prepared in
accordance with Canadian regulatory requirements set out in National
Instrument 43-101 and reviewed by David Gunning, P.Eng. of Orequest
Consultants Ltd., a Qualified Person under NI43-101.

ON BEHALF OF THE BOARD OF DIRECTORS

"D. Bruce McLeod"

D. Bruce McLeod, President

-30-

Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Sherwood Mining Corporation
    Bruce McLeod
    President
    (604) 687-7545 or (888) 338-2200
    (604) 689-5041 (FAX)
    www.northair.com/sherwood/
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this press release.