SUITE
860
- 625
HOWE STREET Ÿ
VANCOUVER, BC Ÿ
V6C 2T6 CANADA Ÿ TEL:
(604) 687-7545 FAX: (604) 689-5041
PRESS
RELEASE
FOR IMMEDIATE
RELEASE
January 30, 2008
#08-03
Sherwood Copper
Extends Offer for Western Keltic Mines to February 11,
2008
82.23% of issued &
outstanding shares validly
deposited
VANCOUVER, BRITISH COLUMBIA - Sherwood Copper Corporation
("Sherwood") (SWC: TSX-V) today announced that 67,614,442 common shares of
Western Keltic Mines Inc. ("Western Keltic") (representing approximately 82.23%
of Western Keltic's issued and outstanding common shares) were validly deposited
to the offer of Sherwood (the "Offer") for all of the outstanding common shares
of Western Keltic (the "Western Keltic Shares") and not withdrawn as at 5:00
p.m. (Toronto time) on January 29,
2008.
In order to allow for the remaining Western Keltic Shares
to be tendered to the Offer, Sherwood has extended its Offer to acquire all of
the outstanding Western Keltic for 0.08 of a common share of Sherwood for each
Western Keltic Share to 5:00 p.m. (Toronto time) on February 11, 2008. All other
terms and conditions contained in the Offer remain the
same.
A Notice of Extension has been filed with Computershare
Investor Services Inc., the Depositary under the offer. The Notice of Extension
will be mailed to Western Keltic shareholders and will be filed with the applicable securities regulators in Canada.
Additional
Information
On December 24, 2007, Sherwood Copper filed an offer and
take-over bid circular (the "Takeover Bid Circular") related to its Offer for
the outstanding common shares of Western Keltic, which circular was accompanied
by the directors' circular of the Board of Directors of Western Keltic (the
"Directors' Circular") in which the Western Keltic board unanimously recommended
that shareholders of Western Keltic accept the offer and tender their common
shares. Investors and securityholders of Western Keltic are strongly encouraged
to read the terms and conditions of the Offer and the additional information in
the Take-over Bid circular as well as the Directors' Circular mailed on December
24, 2007 and filed on SEDAR for additional details. Kingsdale Shareholder Services Inc. is
the information agent for the Offer. If you have any questions, please do not
hesitate to contact Kingsdale Shareholder Services Inc. toll-free in North America at
1-866-639-8111.
Sherwood has engaged Dundee Securities Corporation as its
financial advisor and DuMoulin Black LLP as its legal advisor in respect of this
transaction.
Notice to U.S. Shareholders o/Western Keltic
As a result of restrictions under United States securities laws, no Sherwood shares will be delivered in the United States or to
or for the account or for the benefit of a person in the United States, unless
Sherwood is satisfied that the investment decision is being made in Idaho, Iowa,
Kansas, Maine, Michigan, Minnesota, Missouri, Nevada, New Mexico, New York,
Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota or Vermont, and that
all required regulatory approvals have been received. Western Keltic
shareholders with investment decisions made in any other U.S. state or
jurisdiction, or in a state named above in which Sherwood is not ultimately
satisfied that all required regulatory approvals have been received who would
otherwise receive Sherwood shares in exchange for their Western Keltic shares
may, at the sole discretion of Sherwood, have such Sherwood shares issued on
their behalf to a selling agent, which shall, as agent for such Western Keltic
shareholders (and without liability, except for gross negligence or wilful
misconduct), sell such Sherwood shares on their behalf over the facilities of
the TSX-V and have the net proceeds of such sale, less any applicable brokerage
commissions, other expenses and withholding taxes, delivered to such
shareholders. The Offer is being made for the securities of a Canadian issuer
and the Offer and Take-over Bid Circular have been prepared in accordance with
the disclosure requirements of Canada. Western Keltic shareholders
should be aware that such requirements are different from those of the
United
States. The financial statements included or
incorporated by reference in the Offer and Take-over Bid Circular have been
prepared in accordance with Canadian generally accepted accounting principles,
and are subject to Canadian auditing and auditor independence standards, and
thus may not be comparable to financial statements of United States companies.
The enforcement by Western Keltic shareholders of civil liabilities under the
United States federal securities laws may be affected adversely by the fact that
Sherwood is incorporated under the laws of Canada, that some or all of its
officers and directors may be residents of jurisdictions outside the United
States, that some or all of the experts named in the Offer and Take-over Bid
Circular may be residents of jurisdictions outside the United States and that
all or a substantial portion of the assets of Sherwood and said persons may be
located outside the United States. You should be aware that Sherwood may,
subject to compliance with applicable laws, purchase Western Keltic shares
otherwise than under the Offer, such as in open market purchases or privately
negotiated purchases.
About Sherwood
Copper
Sherwood has 100% ownership of the high-grade open pit
Minto copper-gold mine located in the Yukon Territory of Canada. Sherwood
acquired the Minto Project in June 2005 and, in just two years from its
acquisition, completed a bankable feasibility study, arranged project financing,
and built a $100 million open pit copper-gold mine. Commercial production
commenced on October 1, 2007. In parallel with these development activities,
Sherwood has been running a very successful exploration program that has resulted in multiple discoveries of high grade copper-gold mineralization across
its Minto Mine property. A recent
pre-feasibility indicates how production at the project could be increased as a
result of exploration success. Sherwood plans to continue this "growth from
within" strategy, along with further operational optimizations, in its
relentless pursuit of value. In
parallel, assuming the successful acquisition of Western Keltic Mines, Sherwood
intends to evaluate development options for Western Keltic?s Kutcho Creek high
grade copper-zinc-silver deposit in North-western British Columbia with the
objective of developing a second, profitable production centre at Kutcho Creek.
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
SHERWOOD COPPER
CORPORATION
?Stephen P. Quin?
Stephen P. Quin
President &
CEO
For further information
please contact Stephen Quin,
President of Sherwood Copper Corp.
or Brad Kopp or Kristy
Reynolds at (604) 687-7545 or (888) 338-2200
**
INTERNET ADDRESS: www.sherwoodcopper.com **
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 from 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.