Sherwood Copper and Western Keltic Announce Planned Business Combination
April 07 2008 - 9:30AM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: SWC.DB) and Western
Keltic Mines Inc. (TSX VENTURE: WKM) 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 66 2/3% 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
SHERWOOD COPPER CORPORATION
Stephen P. Quin, President & CEO
On behalf of the board of directors
WESTERN KELTIC MINES INC.
John Hick, Director
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.
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 Investor
Contact (604) 687-7545 Sherwood Copper Corporation Brad Kopp
Investor Contact (604) 687-7545 Western Keltic Mines Inc. Brad Kopp
Investor Contact (604) 687-7545
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