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May 10, 2005 |
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PRESS RELEASE #05-05 |
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| Trading Symbol: SWM : TSXV | |
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VANCOUVER, BRITISH COLUMBIA - Sherwood Mining Corporation (“Sherwood”) (SWM: TSXV) is pleased to announce that Teck Cominco Limited, the holder of 415,500 common shares of Minto Explorations Ltd. (“Minto”), representing approximately 7 percent 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 Sherwood’s offer to purchase all of the issued Minto shares (the “Offer”) and not withdraw them except in limited circumstances. Sherwood has now entered into pre-tender agreements for a total of 3,813,000 common shares or 64.5 percent of the outstanding shares of Minto. The minimum condition for deposits of Minto shares under the Offer is 66 2/3 percent of the issued Minto shares. In addition Teck Cominco has agreed to transfer to Sherwood its 0.375% NSR royalty, subject to certain conditions including closing of the Offer and regulatory approval, for C$350,000 payable in shares of Sherwood. Teck Cominco has also informed Sherwood that they intend to elect to receive Sherwood common shares in exchange for their Minto holdings. As announced jointly by Sherwood and Minto on April 29, 2005, Sherwood has mailed the Offer to the registered shareholders of Minto 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. As announced April 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” D. Bruce McLeod, For further information please contact Bruce McLeod, President of Sherwood at ** INTERNET ADDRESS: www.northair.com/sherwood/ ** 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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