Sherwood Copper and Western Keltic Announce Closing of Business Combination
May 27 2008 - 3:00PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: SWC.DB) and Western
Keltic Mines Inc. (TSX VENTURE: WKM) today reported that the
acquisition by Sherwood of all of the issued shares of Western
Keltic by way of plan of arrangement was approved by the Supreme
Court of British Columbia on May 26, 2008 and closed today, with an
effective date of May 27, 2008. This followed an extraordinary
general meeting whereat more that 99.9% of all votes cast at the
meeting were in favour of the arrangement.
Pursuant to the arrangement, holders of Western Keltic shares
are entitled to receive 0.08 of one Sherwood share for every one
Western Keltic share surrendered. Outstanding options and warrants
to purchase Western Keltic shares are to be exchanged for options
and warrants to purchase Sherwood shares on the same share exchange
ratio with corresponding changes to the exercise prices. Western
Keltic and a wholly-owned subsidiary of Sherwood have been
amalgamated and the amalgamated company is a wholly-owned
subsidiary of Sherwood named "Kutcho Copper Corp.". An application
will be made to have Western Keltic's shares delisted from the TSX
Venture Exchange as soon as practicable. Registered shareholders of
Western Keltic will receive a letter of transmittal providing
instructions on how to exchange their share certificates pursuant
to the arrangement.
Kutcho Copper Project
Sherwood, through its wholly owned subsidiary Kutcho Copper
Corp., is currently re-evaluating and re-scoping the Kutcho Project
with the objective of defining and developing a smaller, less
capital intensive, high grade open pit mining operation that
benefits from Sherwood's experiences in developing its high grade
Minto copper-gold mine in the Yukon.
Sherwood's consultants, SRK Consulting (Canada) Inc. are leading
the preparation of a Preliminary Economic Assessment (PEA) on the
redesigned and re-scoped Kutcho project, which should be complete
by mid-2008. As with Sherwood's accelerated development of its
Minto project to production, Sherwood aims to run multiple
activities in parallel in order to reduce the total time to
commercial production. Hence a drill program to support feasibility
related activities commenced in May of 2008, prior to the
completion of the PEA. Assuming results of the PEA warrant,
Sherwood aims to continue to look for avenues to accelerate the
development of the Kutcho project into an operating mine, to the
benefit of all stakeholders.
About Sherwood Copper
Sherwood Copper's objective is the 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
May 2008, Sherwood acquired 100% ownership in Western Keltic Mines,
owner of the high-grade Kutcho copper-zinc-gold-silver deposit in
northwestern British Columbia. Sherwood expects to lever off its
successful development of the Minto Mine and rapidly advance the
Kutcho project to a production decision.
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
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 and Western
Keltic Mines Inc. Brad Kopp Investor Contact (604) 687-7545 (604)
689-5041 (FAX) Website: www.sherwoodcopper.com
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