SHERWOOD MINING CORPORATION

Sherwood Mining Corporation is a public company that trades on the TSX Venture Exchange (trading symbol SWM :TSXV). Sherwood Mining is managed by The Northair Group, a focused and experienced management team with a proven track record. Its head office is located in Vancouver, B.C., Canada.

Sherwood Mining Corporation has entered into a binding agreement whereby Sherwood could acquire a 100% working interest in the advanced stage Minto copper-gold project (the “Minto Project”) in the Yukon Territory.

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Sherwood has agreed to make a take over offer for Minto Explorations Ltd. (“Minto Explorations”), a TSX Venture Exchange listed company, which has a 100% working interest in the Minto Project, whereby Sherwood will offer C$0.615 in cash or 2.5 shares of Sherwood for each Minto Explorations share, representing at least a 10% premium to the trade weighted average ratio over the past 5, 30 and 45 trading sessions.

Minto Explorations’ Board of Directors has unanimously recommended approval of Sherwood’s offer. ASARCO LLC, a wholly owned subsidiary of Grupo Mexico, holds 3,397,500 shares (57.5%) of Minto Explorations and has agreed to enter into an irrevocable lock-up agreement with Sherwood in support of the Offer. If successful in its Offer, Sherwood anticipates a closing date of on or before June 15, 2005 (the “Closing Date”).

Minto Project

The Minto Project is an advanced stage copper-gold project located approximately 240km northwest of Whitehorse in the Yukon Territory of Canada. ASARCO LLC was earning a 70% interest in the project by spending US$25 million to put the project into production based on a 1995 feasibility study. This study was based on a 1994, pre-NI 43-101 resource estimated to contain 9.7 million tons grading 1.73% copper, 0.014 oz/ton gold and 0.22 oz/t silver based on more than 37,000m of drilling in 300 drill holes. The feasibility study assumed open pit mining of 6.5 million tons grading 2.13% copper, 0.018 oz/ton gold and 0.27 oz/ton silver, of which 191,000 tons was mined from underground. Since these estimates were prepared before the introduction of NI 43-101, they should be treated as historical estimates only. Investors are cautioned that recent independent verification has not been completed and Sherwood has not completed sufficient work to independently verify the historical resource and reserve estimates. Sherwood is not treating the historical estimates as NI 43-101 defined resources and reserves verified by a qualified person and the historical estimates should not be relied upon.

The 1995 feasibility study assumed open pit mining at a life-of-mine strip ratio of 4.9 to 1 and milling 1,500 tons of ore per day producing 254 million pounds of copper over a 12 year mine life, with higher grades in the first three years of production. Capital costs were estimated at C$26.6 million. An independent review of the Minto feasibility study in 2000 proposed increasing mill throughput to 1,723 tons per day and reducing the mine life to 11 years. Additional work would be required to update the feasibility study to take into account changes since the last review, including changes in metal prices, exchange ratios, costs of consumables and labour, and any other changes since then. Sherwood is not treating the historical estimates as NI 43-101 compliant estimates verified by a qualified person and these historical estimates should not be relied upon. Some of the material proposed to be mined may have been categorized as inferred resources under NI43-101 if it had been in place at the time of estimation and, by definition, have insufficient information to apply mining methods and costs and cannot be relied up in forecasts.

Engineering work had been completed, a Class A water licence granted and construction commenced. In 1996-99, a 28.8km mine access road was completed, the mill foundations excavated and concrete footings poured, a camp constructed and a SAG mill and ball mills purchased and moved to site. All construction ceased in 1999, and the property has lain largely idle since then.

Financing

To be in a position to finance the Offer and related transactions, Sherwood has arranged a standby credit facility of C$7 million with Quest Capital Corp.

Sherwood’s Plans

On the successful completion of the Offer, Sherwood intends to initiate the work required to make the resource estimates compliant with NI 43-101, to update the feasibility study, to apply for and obtain any necessary amendments to the current permits and, based on successful completion of these matters, to commence construction of a low cost copper-gold mining operations at the earliest possible date. During these activities, Sherwood would also look to evaluate several exploration opportunities to expand the available mineable reserves in areas where potential has been identified by prior drilling, including the following:

Potential for underground mining of higher grade portions of the resources contemplated as being left in the pit walls in earlier studies;
Potential for extensions to the main deposit (a) to the north of an offsetting fault and (b) to the southwest where a 2001 drill hole by ASARCO intercepted 3.05% copper over 73 feet in drill hole 2001-14;
Poorly tested exploration areas away from the main deposit where drilling has intercepted up to 3.2% copper over 52 feet in hole A5-71 and 5.3% copper over 25 feet in hole A137-74 in poorly evaluated zones of copper mineralization that may offer opportunities for delineation of satellite deposits;
Numerous other showings and targets identified during more than 30 years of exploration.

June 27th, 2005
Sherwood Reports Increased Resources at Minto Project, Yukon