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Stephen Quin

Mining firms' merger formally approved

A merger between the Sherwood Copper Corp. and Capstone Mining Corp. under the Capstone name was soundly approved by shareholders last Friday.

By Chuck Tobin on November 19, 2008

A merger between the Sherwood Copper Corp. and Capstone Mining Corp. under the Capstone name was soundly approved by shareholders last Friday.

Of the 180 voting Sherwood shareholders - representing approximately 60 per cent of all shares - 99.9 per cent supported the arrangement, says a press release issued by Sherwood Copper following the shareholder meeting.

Sherwood president Stephen Quin said today if the court approves the arrangement this Friday, Sherwood Copper would cease to exist almost immediately, and business would be on Capstone letterhead not more than a day or two after, he said.

But the Minto Mine and its owner, Minto Explorations, the wholly-owned subsidiary of Sherwood Copper, would remain as they are, he said.

Quin said no changes in staff nor operations are anticipated at either the Minto Mine nor Capstone's Cozamin mine in Mexico as a result of the merger.

Under the approved arrangement, each Sherwood Copper shareholder will earn 1.57 of Capstone shares.

Sherwood was trading today as low as $1.16 a share, down from a high this year of $5.85 last February. Capstone was trading as low as 75 cents a share today, down from a high of $4.47 last May.

Quin said the merger strengthens the bottom line for both companies.

With Sherwood folding into the Capstone corporation, he added, investment opportunities become greater for the Minto Mine and Sherwood's Kutcko copper-zinc property in B.C.

Capstone, he explained, is listed on the Toronto Stock Exchange, while Sherwood is listed on the somewhat less potent Toronto Venture Exchange.

Some investment funds don't even look at companies on the venture exchange, regardless of what opportunities they might present, Quin said.

In fact, he added, some investment funds won't even look at TSX companies unless they are listed with one of the indexes.

Quin pointed out Capstone is listed with the mineral mining index.

"By going to the Toronto Stock Exchange, we open up more potential investors," he said. "Because Capstone is part of the metal mining index, it opens up another group of funds."

Quin will become Capstone's president and chief operating officer.

Discussions about a possible merger with what Quin describes as a company with a very similar past began back in April 2007.

Though having a corporate history of 10 to 12 years, Capstone didn't buy their interest in the Cozamin copper-gold property until 2004. Sherwood purchased its interest in the Minto Mine property in 2005.

Both companies bought promising properties, and both subsequently discovered substantially more mineral reserves than initially identified, he said.

Quin noted both the Minto and Cozamin mines have recently completed their third increase in production capacity relatively quickly into operations; Cozamin to 3,000 tonnes per day and Minto to 3,200.

The impact of Capstone's share price should be positive, he said, though adding these are uncertain times.

The companies are expecting an increase in their combined production from 85 million pounds of copper this year to 110 million pounds next year. Copper was selling today for $1.57 a pound, down from a high of $4 in June.

Meanwhile, Sherwood Copper announced earlier this month it was selling its future production of gold and silver as a means of strengthening its balance sheet.

For an initial $37.5 US million upfront payment, $12.5 million of which has already been advanced, Silverstone Resources Corp. has entered into an agreement to buy all of Minto's future gold production at $300 US per ounce, at its silver at $3.90 an ounce.

Gold was trading at $750 an ounce today, while silver was selling for $9.55.

"In this kind of environment, having the cash available to deal with the debt essentially takes away any risk of having any problems," Quin said.

"You never know where the price of copper is going to go, and having more money in the bank is better than having less."

Quin explained that for some reason, the true value of base metal mines is always undervalued in the investment market, while the value of precious metal companies are the opposite, and are always overvalued.

Consequenlty, as a base metal copper mine, the value of Minto's gold and silver production does not receive full recognition, though it will receive better than full recognition as an asset in the hands of Silverstone, a precious metal company, he said.

Capstone owns 22 per cent of Silverstone.

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