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April 29, 2005 |
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PRESS RELEASE #05-04 |
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| Trading Symbol: SWM : TSXV | |
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VANCOUVER, BRITISH COLUMBIA - Sherwood Mining Corporation (“Sherwood”) (SWM: TSXV) and Minto Explorations Ltd. (“Minto”) jointly announce that on April 29, 2005 Sherwood mailed to the registered shareholders of Minto its offer (the “Offer’) to purchase all of the outstanding common shares of Minto (“Minto Shares”) on the basis of , at the election of each holder of Minto Shares, (i) $0.615 (Canadian) in cash and 1.0 preferred share of Sherwood or (ii) 2.5 common shares and 1.0 preferred share of Sherwood, for each Minto Share deposited. The Offer was previously announced on March 29, 2005 and is being made pursuant to a Pre-Acquisition Agreement dated April 28, 2005 pursuant to which Minto agreed to support the Offer The directors of each of Sherwood and Minto have unanimously approved the transaction. The Minto board has concluded that the transaction is in the best interests of Minto and its shareholders and has recommended that its shareholders tender their Minto Shares to the Offer. Additionally, ASARCO LLC, the holder of 3,397,500 Minto Shares (approximately 57.5% of the outstanding Minto Shares), has entered into a pre-tender agreement with Sherwood pursuant to which it has agreed to tender its Minto Shares to the Offer and not withdraw them except in limited circumstances. As a result of the pre-tender agreement, Sherwood may be considered to have acquired ownership and control of or direction over the shares which are subject to such agreement. Sherwood does not currently own any Minto Shares. The Minto board has received the opinion of its financial advisor, Ross Glanville & Associates Ltd., that the consideration to be received by the shareholders of Minto under the Offer is fair from a financial point of view. Minto has agreed to pay Sherwood a non-completion fee of $300,000 if the transaction is not completed and an alternative transaction is completed within a specified period of time. Minto has agreed to terminate any discussions with other parties in respect to business combinations, not to solicit other proposals and, additionally, Sherwood has the right to match any other proposal that Minto may receive. The Offer will be subject to typical conditions precedent for offers of this nature, including receipt of all regulatory approvals and no material adverse changes. As detailed in its news release of March 29, 2005, Sherwood has also entered into an agreement whereby ASARCO LLC, subject to regulatory approval, will also transfer to Sherwood its rights to earn a 70% working interest in the Minto Project and a receivable of C$680,000 owing from Minto for the face value of the receivable. ASARCO LLC has also agreed, subject to regulatory approval, to transfer to Sherwood, its 0.375% NSR royalty on the Minto Project for C$350,000, payable on closing in cash or shares of Sherwood, at Sherwood’s election. In addition, Falconbridge has agreed to transfer to Sherwood its right to repurchase a portion of the Minto project in consideration of a payout of $2,686,000 on closing. Falconbridge has also agreed to transfer to Sherwood its 0.75% NSR royalty for C$700,000 payable on closing in cash or shares of Sherwood, at Sherwood’s election. Minto Project The Minto project is a high grade copper-gold deposit located in the Yukon Territory that was the subject of a feasibility study in 1995, based on which ASARCO began construction of an open pit copper-gold mine in 1996. Construction was halted in 1998 and the project has been on care and maintenance since then. 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 reasonable date. During these activities, Sherwood would also look to evaluate several exploration opportunities to expand the historical resource estimates in areas where potential has been identified by prior exploration and drilling. Additional details on the project and the financing of the Offer are detailed in Sherwood’s offer to purchase and takeover bid circular dated April 29, 2005 which is available on SEDAR at www.sedar.com. ON BEHALF OF THE BOARD OF DIRECTORS
“D. Bruce McLeod”
For further information please contact Bruce McLeod, President of Sherwood at (604) 687-7545 or (888) 338-2200 The
TSX
Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this press release.
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