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Sherwood Copper and Western Keltic Announce Planned Business Combination Combination would result in Western Keltic becoming 100% Owned Subsidiary of Sherwood

2008-04-07 06:30:00

Sherwood Copper and Western Keltic Announce Planned Business Combination

Combination would result in Western Keltic becoming 100% Owned Subsidiary of Sherwood

VANCOUVER, BRITISH COLUMBIA–( EMWNews – April 7, 2008) – Sherwood Copper Corporation (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) and Western Keltic Mines Inc. (TSX VENTURE:WKM) today announced that they intend, subject to receipt of all necessary approvals, to complete a business combination between Sherwood and Western Keltic to be carried out by way of statutory plan of arrangement of Western Keltic (the “Arrangement”) whereby Sherwood will acquire all of the issued shares of Western Keltic and Western Keltic will become a wholly-owned subsidiary of Sherwood.

Sherwood currently owns a total of 76,777,214 Western Keltic common shares (“Western Keltic Shares”), representing approximately 93% of the outstanding Western Keltic Shares, which shares were acquired under Sherwood’s offer (the “Offer”) for all of the outstanding Western Keltic Shares first announced on December 24, 2007 and in subsequent extensions thereof. The proposed transaction constitutes the second step transaction, as contemplated under the Offer, by which Sherwood intends to acquire all of the remaining Western Keltic Shares not already owned by Sherwood.

The proposed transaction is expected to complete in May 2008 and is subject to certain conditions including receipt of all necessary court and shareholder approvals and dissent rights to the Arrangement shall not have been exercised prior to the effective date of the Arrangement by holders of Western Keltic Shares representing in the aggregate 1% or more of outstanding Western Keltic Shares at such time. It is anticipated that a special meeting of shareholders of Western Keltic (the “Meeting”) will be held on May 21, 2008 to approve the proposed transaction and that the record date for determining Western Keltic shareholders entitled to receive notice of and vote at such meeting will be April 21, 2008. Under applicable law, Sherwood is entitled to and will vote the Western Keltic Shares it owns in favour of the transaction at the Meeting. At least 66 2/3% of the votes cast by Western Keltic shareholders in person or by proxy at the Meeting in favour of the Arrangement is required at the Meeting to pass a special resolution approving the Arrangement.

Under the terms of the Arrangement, each Western Keltic shareholder will be entitled to 0.08 of one Sherwood share for every one Western Keltic share held, being the same ratio as in the Offer. Sherwood will issue options and warrants to holders of all of Western Keltic’s outstanding options and warrants to acquire shares of Sherwood comparable to those previously held to acquire shares of Western Keltic, the number of shares received upon exercise and the exercise price of such Western Keltic securities to be adjusted proportionately to reflect the exchange ratio described above.

About Sherwood Copper

Sherwood Copper’s current focus is profitable production of base and precious metals from high grade, open pit mines in Canada. Sherwood’s first operating mine, the high grade Minto copper-gold mine in Yukon, Canada, was built on budget and ahead of schedule. The Minto Mine is one of the highest-grade open pit copper-gold mines in the world, and is forecast to be a low cost producer. Aggressive exploration on the Minto property has yielded significant success, providing Sherwood the opportunity to ‘grow from within’ by expanding the resource and reserve base, potentially leading to further production increases. To further accelerate its production growth, Sherwood intends to pursue merger & acquisition opportunities that fit its business model and, in March 2008, Sherwood acquired more than 93% ownership in Western Keltic Mines, owner of the high-grade Kutcho copper-zinc-gold-silver deposit in northwestern British Columbia. Sherwood aims to repeat its successful development of the Minto Mine at the Kutcho project.

Additional Information

Additional information on Sherwood and its Minto Project can be obtained on Sherwood’s website at http://www.sherwoodcopper.com.

On behalf of the board of directors

SHERWOOD COPPER CORPORATION

Stephen P. Quin, President & CEO

On behalf of the board of directors

WESTERN KELTIC MINES INC.

John Hick, Director

Forward-Looking Statements

This document may contain “forward-looking statements” within the meaning of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed form time to time in the Company’s interim and annual financial statements and management’s discussion and analysis of those statements, all of which are filed and available for review on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

For more information, please contact

Sherwood Copper Corporation
Stephen P. Quin
Investor Contact
(604) 687-7545

or

Sherwood Copper Corporation
Brad Kopp
Investor Contact
(604) 687-7545

or

Western Keltic Mines Inc.
Brad Kopp
Investor Contact
(604) 687-7545

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Blake Masterson

Freelance Writer, Journalist and Father of 5

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