VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: SWC)(TSX VENTURE:
SWC.DB) today announced that 70,486,897 common shares of Western
Keltic Mines Inc. ("Western Keltic") (representing approximately
85.6% 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"Western Keltic Shares") and not withdrawn as at 5:00 p.m. (Toronto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 February 11, 2008. This result represents overwhelming
support for the Offer and Sherwood has taken up and accepted for
payment all of such shares tendered. Sherwood intends to issue
Sherwood common shares in payment for the tendered Western Keltic
common shares on or before February 14, 2008.
Offer for Remaining Shares Extended
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 remaining Western Keltic shares for 0.08 of a common
share of Sherwood for each Western Keltic Share to 5:00 p.m.
(Toronto time) on February 21, 2008. This extension will also
permit holders of certain warrants, options and other similar
securities of Western Keltic to exercise their warrants, options
and similar securities and tender their Western Keltic common
shares to the Offer, thereby facilitating the ability of those
holders to receive Sherwood common shares.
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.
Early Warning Requirements under Applicable Securities Laws
As a result of the taking up and acceptance of payment of the
Western Keltic Shared deposited to the Offer, Sherwood has acquired
an aggregate of 70,486,897 common shares of Western Keltic, which
represents approximately 85.6% of the outstanding common shares of
Western Keltic. At present, Sherwood has extended its takeover bid
for all of the outstanding common shares of Western Keltic and
intends to acquire 100% of the outstanding common shares of Western
Keltic subject to the terms and conditions set out in Sherwood's
Offer and Take-Over Bid Circular. A copy of the early warning
report filed pursuant to the applicable securities legislation is
available online at www.sedar.com under Western Keltic's profile or
may be obtained by contacting Sherwood at 860-625 Howe Street
Vancouver, BC V6C 2T6, tel (604) 687-7545, fax (604) 689-5041.
Additional Information
On December 24, 2007, Sherwood filed an offer and take-over bid
circular (the "Take-over 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. On January
29, 2008, Sherwood extended the expiry time of its Offer from 5:00
p.m. (Toronto time) on January 29, 2008 to 5:00 p.m. (Toronto time)
on February 11, 2008. 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.
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
this exploration success. Sherwood plans to continue this "growth
from within" strategy, along with further operational
optimizations, in its relentless pursuit of value.
Notice to U.S. Shareholders of 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 willful 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.
On behalf of the board of directors
SHERWOOD COPPER CORPORATION
Stephen P. Quin, President & CEO
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.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press
release.
Contacts: Sherwood Copper Corporation Stephen P. Quin (604)
687-7545 Sherwood Copper Corporation Brad Kopp (604) 687-7545 (604)
689-5041 (FAX) Website: www.sherwoodcopper.com
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