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SUITE
860
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625 HOWE STREET
VANCOUVER, BC
V6C 2T6 CANADA TEL: (604) 687-7545 FAX: (604)
689-5041
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SUITE
860
-
625 HOWE STREET
VANCOUVER, BC
V6C 2T6 CANADA TEL: (604) 687-7545 FAX: (604)
689-5041
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PRESS
RELEASE
FOR IMMEDIATE
RELEASE
April 7, 2008
#08-14
Sherwood Copper and Western Keltic Announce Planned
Business Combination
Combination would result in Western Keltic becoming 100%
Owned Subsidiary of
Sherwood
VANCOUVER, BRITISH COLUMBIA -
Sherwood Copper Corporation (SWC: TSX-V)
and
Western Keltic Mines Inc. (WKM: TSX-V) today announced that they intend, subject
to receipt of all necessary approvals, to complete a business combination
between Sherwood and Western Keltic to be carried out by way of statutory plan
of arrangement of Western Keltic (the "Arrangement") whereby Sherwood will
acquire all of the issued shares of Western Keltic and Western Keltic will become a wholly-owned
subsidiary of Sherwood.
Sherwood currently owns a total of 76,777,214 Western
Keltic common shares ("Western Keltic Shares"), representing approximately 93% of the outstanding Western Keltic
Shares, which shares were acquired under Sherwood's offer (the "Offer") for all
of the outstanding Western Keltic Shares first announced on December 24,
2007 and in subsequent extensions thereof.
The proposed transaction constitutes the
second step transaction, as contemplated under the Offer, by which Sherwood
intends to acquire all of the remaining Western Keltic Shares not already owned
by Sherwood.
The proposed transaction is expected to complete in May
2008 and is subject to certain conditions including receipt of all necessary
court and shareholder approvals and
dissent rights to the Arrangement shall not have been exercised prior to the effective date of the Arrangement by
holders of Western Keltic Shares representing in the aggregate 1% or more of outstanding
Western Keltic Shares at such time.
It is anticipated that a special meeting of shareholders of Western
Keltic (the "Meeting") will be held on May 21, 2008 to
approve the proposed transaction and that the record date for
determining Western Keltic shareholders entitled to receive notice of and vote
at such meeting will be April 21, 2008. Under applicable law, Sherwood is
entitled to and will vote the Western Keltic Shares it owns in favour of the
transaction at the Meeting. At
least 662/3% of the votes cast by Western Keltic
shareholders in person or by proxy at
the Meeting in favour of the Arrangement is required at the Meeting to pass a
special resolution approving the
Arrangement.
Under
the terms of the Arrangement, each Western Keltic shareholder will be entitled
to 0.08 of one Sherwood share for every one Western Keltic share held, being the
same ratio as in the Offer.
Sherwood will
issue options and warrants to holders of all of Western Keltic's outstanding
options and warrants to acquire shares of Sherwood comparable to those
previously held to acquire shares of Western Keltic, the number of shares
received upon exercise and the exercise price of such Western Keltic securities
to be adjusted proportionately to reflect the exchange ratio described
above.
About Sherwood
Copper
Sherwood Copper?s current 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 March 2008, Sherwood acquired more than 93% 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 successful development of the Minto Mine at
the Kutcho project.
Additional
Information
Additional information on Sherwood and its Minto Project can be obtained
on Sherwood?s website at http://www.sherwoodcopper.com.
On behalf of the board of directors
On behalf of the board of directors
SHERWOOD COPPER CORPORATION
WESTERN KELTIC MINES INC.
?Stephen P. Quin?
?John Hick?
Stephen P. Quin
John Hick
President & CEO
Director
Investor
Contacts:
Sherwood Copper:
Stephen P. Quin 604.687-7545 or Brad Kopp
604-687-7545
Western Keltic
Mines:
Brad
Kopp
604-687-7545
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
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 the Company does not intend, and does not assume any obligation, to update
these forward-looking statements.
Forward-looking statements relate
to future events or future performance and reflect management's 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 Company 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 form time to time in the Company's 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
Company has 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.