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June 1, 2005 |
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PRESS RELEASE #05-07 |
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| Trading Symbol: SWM : TSXV | |
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VANCOUVER, BRITISH COLUMBIA - Sherwood Mining Corporation ("Sherwood") (SWM: TSXV) announces that 64.5% of the shares of Minto Explorations Ltd. are subject to pre-tender agreements in relation to Sherwood's bid for Minto Explorations. Sherwood has also modified the terms of the previously announced private placement with Dundee Securities Corporation and Westwind Partners Inc., as co-lead agents, and First Associates Investments Inc. and Canaccord Capital Corporation. Offering On May 29, 2005 the private placement financing was reported as being comprised of up to 8,800,000 Flow-Through Special Warrants ($2,200,000) and up to 32,000,000 Unit Special Warrants ($8,000,000) at a price of $0.25 per Flow-Through Special Warrant and Unit Special Warrant. The form of the flow through component has been changed from special warrants to straight flow through shares. This amendment was introduced to ensure the tax benefits will flow through to the subscribers. The Offering will now be comprised of up to 8,800,000 Flow-Through Shares ($2,200,000) at a price of $0.25 per share and up to 32,000,000 Unit Special Warrants ($8,000,000) at a price of $0.25 per Unit Special Warrant. Each Unit Special Warrant will be exchangeable for one unit of Sherwood ("Unit"). Each Unit will consist of one common share of Sherwood and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one common share of Sherwood for a period of 24 months after the closing date at a price of $0.35. The Offering is subject to normal documentation and regulatory approval. The Unit Special Warrant portion is expected to close on or about June 7, 2005 and the Flow-Through Share portion is expected to close June 8, 2005 or, in each case, such other date or dates as the Agents and Sherwood may agree upon. The securities issued under the Offering and the securities issuable upon the exchange thereof will be subject to a four month hold period after the closing date. Minto Offer As announced jointly by Sherwood and Minto Explorations Ltd. (‘Minto Explorations”) on April 29, 2005, Sherwood has mailed an offer (the “Offer”) to the registered shareholders of Minto Explorations to purchase all of the outstanding common shares of Minto Explorations ("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 under the Offer. The Offer is being made pursuant to a Pre-Acquisition Agreement dated April 28, 2005 pursuant to which Minto Explorations agreed to support the Offer. In connection with the Offer, 3,397,500 Minto Shares are subject to a pre-tender agreement with ASARCO LLC and 415,500 Minto Shares are subject to a pre-tender agreement with Teck Cominco Limited, representing in aggregate approximately 64.5% of the outstanding Minto Shares. All conditions for the deposit of the shares under the pre-tender agreements have now been met. Additional details on the Minto project and the Offer are detailed in Sherwood's offer to purchase and takeover bid circular dated April 29, 2005 which is available on the Minto Explorations' profile on the SEDAR website at www.sedar.com . Not for distribution to United States newswire services or for dissemination in the United States . ON BEHALF OF THE BOARD OF DIRECTORS SHERWOOD MINING CORPORATION “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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Suite 860-625 Howe Street, Vancouver, B.C., Canada V6C 2T6 |
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