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June 9, 2005 |
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PRESS RELEASE #05-09 |
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| Trading Symbol: SWM : TSXV | |
VANCOUVER, BRITISH COLUMBIA - Sherwood Mining Corporation (SWM: TSXV) is pleased to announce that it has closed the Unit Special Warrant and the Flow Through share financings announced on June 1, 2005 and successfully consolidated the ownership of the Minto project. Minto Explorations Takeover As announced on June 6, 2005, a total of 5,589,700 Minto Explorations Ltd. (“Minto Explorations”) shares (94.54% of the issued and outstanding shares) were tendered to Sherwood's takeover bid (the “Offer”) for Minto Explorations. All conditions of the Offer, including the minimum condition and the conditions regarding the completion of the related transactions with each of ASARCO LLC, Falconbridge Ltd. and Teck Cominco Limited, have been satisfied. Sherwood has taken up and paid for the Minto Explorations shares deposited under the Offer by issuing 3,439,750 Sherwood common shares, 5,589,700 Sherwood series 1 preferred shares, and by making a cash payment of C$2,591,487. Sherwood has reconstituted Minto's board of directors so that it consists of Bruce McLeod, Stephen Quin and Lutz Klingman. Messrs. McLeod and Quin are directors and senior officers of Sherwood. Mr. Klingman is the former President & CEO of Minto Explorations. Mr. McLeod has been appointed as President & CEO of Minto Explorations and Mr. Quin has been appointed Secretary and Chief Financial Officer. As more than 90% of Minto Explorations' shares have been deposited under the Offer, Sherwood is exercising its statutory rights to acquire the remaining Minto Explorations shares held by shareholders who did not tender to the Offer on the same terms, including price, as the Minto Explorations shares that were acquired under the Offer. The compulsory acquisition of the remaining Minto Explorations shares will result in up to an additional 807,003 common shares and 322,801 series 1 preferred shares of Sherwood being issued to the Minto Explorations shareholders who did not tender to the Offer. Purchase of ASARCO, Falconbridge, and Teck Cominco Interests Sherwood has also successfully completed the purchase of ASARCO LLP's rights to earn a 70% working interest in the Minto Project and paid C$680,000 to ASARCO LLP to acquire a receivable owing from Minto Explorations. In addition, Falconbridge Ltd. has transferred to Sherwood its repurchase rights to the Minto Project in consideration of a payment of C$2,686,000. ASARCO LLP, Falconbridge Ltd., and Teck Cominco Limited have also transferred to Sherwood their aggregate 1.5% in NSR royalties in consideration of a total of 5,017,921 common shares of Sherwood. Sherwood has now consolidated the ownership of the Minto Project and effectively owns 100% of the Minto Project, subject to a 0.5% NSR in favour of the Selkirk First Nation. Unit Special Warrant and Brokered Flow-Through Financings Closed Sherwood closed each of the Unit Special Warrant and brokered Flow-Through Share financings announced on June 1, 2005 for aggregate gross proceeds of $8,758,500. A total of 22,234,000 brokered Unit Special Warrants and 4,000,000 non-brokered Unit Special Warrants were issued at a price of $0.25 per Unit Special Warrant for gross proceeds of $6,558,500. Upon completion of the acquisition of the shares of Minto Explorations each Unit Special Warrant was exchanged for one unit of Sherwood ("Unit"). Each Unit consists of one common share of Sherwood and one common share purchase warrant of Sherwood (a "Warrant"). Each Warrant entitles the holder to purchase one common share of Sherwood until June 7, 2007 at a price of $0.35. The securities issued under the Unit Special Warrant private placement are subject to a four month hold period expiring October 8, 2005. A total of 8,800,000 flow-through common shares were issued through brokered Flow-Through and non-brokered Flow-Through Share financings at a price of $0.25 per share for gross proceeds of $2,200,000. The flow-though common shares are subject to a four month hold period expiring October 10, 2005. Dundee Securities Corporation and Westwind Partners Inc., as co-agents' and including First Associates Securities Inc. and Canaccord Capital Corporation acted as agents for the brokered portion of each of the Unit Special Warrant and the Flow-Through share financings, and received a commission equal to 7% of the gross proceeds and broker warrants entitling them to purchase that number of common shares of Sherwood equal to 7% of the Unit Special Warrants and flow-though common shares issued. Sherwood and the agents intend to close on the sale of units having the same attributes as the Unit Special Warrants to accommodate additional demand. The special warrant attributes are no longer required because all conditions to the Offer have been satisfied and the acquisition of Minto Explorations has been completed. The closing of the brokered Units and additional non-brokered Flow-Through Share financings are anticipated to occur before month end for aggregate proceeds of up to an additional $2,500,000. Minto Project & Plans Sherwood's successful consolidation of the ownership of the Minto Project provides a unique investment opportunity – participation in an already permitted, partially constructed, high grade, open pit copper project located in Canada with infrastructure and exploration potential on the property. Sherwood plans to commence an approximately 10,000m drill program at the Minto Project in July 2005 with three objectives: (1) limited confirmatory drilling within the previously defined pit limits, (2) upgrade the estimated 10% of the resource within the previously defined pit from inferred to indicated category to allow its inclusion in a feasibility study, and (3) step out drilling on the margins of the existing resource with the aim of expanding the resource. On completion of this program, Sherwood plans to update the resource estimate and complete a new feasibility study by the end of 2005. 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 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 "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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