SWC Sherwood Copper Com Npv

Sherwood Copper Corporation (TSX VENTURE:SWC)(TSX VENTURE:SWC.DB) and Capstone
Mining Corp. (TSX:CS) are pleased to announce that the previously announced
business combination, by way of Plan of Arrangement (the "Arrangement"), was
approved by the Supreme Court of British Columbia on November 21, 2008 and
closed effective as of 6:00 AM (Vancouver time) earlier today. Sherwood's shares
have ceased trading, effective the closing time of 6:00 AM.


"The completion of the business combination between Capstone Mining and Sherwood
Copper creates the new Capstone Mining Corp.; a high grade, low cost, growth
oriented intermediate copper producer with a strong balance sheet and robust
cash flow supported by significant in-the-money copper forward sales," said
Darren Pylot, President & CEO of Capstone Mining. "I look forward to working
together with the new board of directors and management team to continue growing
the new company via organic and outside opportunities."


"Sherwood's Minto mine and Capstone's Cozamin mine are both low cost, high grade
operations that have undergone a period of rapid resource expansion and
production increases over the past two years," said Stephen Quin, President &
CEO of Sherwood Copper. "The benefits of these expansions, including both
resources and copper output, should be evident in 2009 as resource estimates are
updated and the full production capacity of each mine is realized. We now look
forward to focusing on maximizing output and minimizing costs for both
operations, while continuing to take advantage of value opportunities internally
and externally."


Combined Company Highlights

Capstone Mining, now that it has completed the Arrangement with Sherwood Copper,
has the following attributes


1. High grade, low cost copper production from two mining operations, Minto and
Cozamin;


2. Significant by-product production of gold and silver from Minto and silver,
zinc and lead from Cozamin;


3. Operations all in North America, in mining friendly jurisdictions: Minto in
the Yukon, Canada and Cozamin in Zacatecas, Mexico;


4. Cash flow engine supported by robust hedge book, with the combined companies
having sold forward approximately 122.5 million pounds of copper at an average
price of US$2.56 per pound, as at September 30, 2008;


5. Track record of growing resources and production with Phase III production
expansions recently completed at Minto (to 3,200 tpd) and Cozamin (to 3,000 tpd)
and now being commissioned;


6. Successful exploration programs at Minto and Cozamin in 2007 and 2008 that
should result in significant resource to reserve conversion and, in the case of
Minto, additional increases in resources that could support further production
expansions;


7. Additional high grade copper development project at Kutcho, with significant
silver, gold and zinc by-products, where drilling completed in 2008 is expected
to support the definition of smaller, higher grade project with enhanced
economics;


8. Strong balance sheet, further enhanced following the recently completed
life-of-mine precious metal transaction with Silverstone Resource Corp.;


9. Continued exposure to precious metals through a 22% shareholding in
Silverstone; and


10. Strong management team with a proven ability to acquire, develop projects on
plan and on budget and operate effectively and efficiently.


Transaction Summary

Pursuant to the Arrangement, holders of Sherwood shares are entitled to receive
1.566 Capstone shares for every one Sherwood share held. Outstanding options and
warrants of Sherwood are to be adjusted in accordance with their terms so that
the number of Capstone shares received upon exercise and the exercise price are
adjusted proportionately to reflect the same exchange ratio. Sherwood and a
wholly-owned subsidiary of Capstone have been amalgamated under the name
"Capstone Mining North Ltd." and the amalgamated company is a wholly-owned
subsidiary of Capstone. Additional information on the transaction is available
in the Information Circular available on SEDAR at www.sedar.com.


Sherwood Shares to be Delisted

Sherwood's shares will be delisted from the TSX Venture Exchange on or about
November 25, 2008. Sherwood shareholders have received a letter of transmittal
providing instructions on how to exchange their share certificates pursuant to
the Arrangement. Sherwood shareholders can also find a copy of the letter of
transmittal on SEDAR at www.sedar.com.


Board & Management of Capstone

As a result of the closing of the Arrangement, Capstone now owns 100% of
Sherwood's Minto copper-gold mine in Yukon, Canada and high grade Kutcho
copper-zinc project in BC, Canada. The board of directors of Capstone now
consists of six directors, being Colin K. Benner (Chairman), Darren Pylot (Vice
Chairman), Stephen Quin, Bruce McLeod, John Wright and Lawrence Bell. Colin K.
Benner, Stephen Quin, Bruce McLeod and Lawrence Bell are former directors of
Sherwood. Darren Pylot becomes Vice Chairman and CEO, Stephen Quin becomes
President and COO, and Richard Godfrey CFO of Capstone.


Convertible Debentures

In accordance with the terms of the Indenture, Capstone will be making an offer
to purchase (the "Offer to Purchase") all outstanding Debentures (as defined
below) within 30 days after November 24, 2008, being the effective date of the
Arrangement, at a purchase price per $1,000 principal amount of the Debentures
equal to the aggregate of (i) 101% of the principal amount of the Debentures and
(ii) all accrued and unpaid interest thereon up to but excluding the date of
payment specified in the Offer to Purchase, all in accordance with the
Indenture.


In connection with the closing of the Arrangement Capstone, Capstone North and
Computershare Trust Company of Canada ("Computershare") have entered into an
indenture (the "First Supplemental Indenture") supplemental to the trust
indenture made as of February 28, 2007 (the "Original Indenture") between
Sherwood and Computershare, which indenture contains the terms and conditions
governing the outstanding convertible unsecured subordinated debentures of
Sherwood with the designation of "5% Convertible Unsecured Subordinated
Debentures due March 31, 2012" (the "Debentures"). The First Supplemental
Indenture, among other things, (a) contains an agreement by Capstone to assume
the obligations of Sherwood under the Debentures and the Original Indenture and
(b) sets forth the adjustment in respect of the Debentures to give effect to the
relevant adjustment provisions of the Original Indenture. Copies of the Original
Indenture and the First Supplemental Indenture (collectively, the "Indenture")
are available on SEDAR at www.sedar.com under the companies' respective
profiles.


The Debentures will be delisted from the TSX Venture Exchange in due course and
listed as securities of Capstone on the Toronto Stock Exchange under the symbol
"CS.DB".


The New Capstone

With Sherwood and Capstone now combined, Capstone Mining will be a well-funded,
low-cost, growth-oriented, intermediate copper company with two producing high
grade copper mines in mining friendly jurisdictions in North America. Following
extensive in-fill and step out drilling at both the Cozamin and Minto mines, new
resource estimates are being compiled and are expected to result in increased
reserves, support longer mine lives and, in the case of Minto, further potential
increases in mill capacity. In addition, the high grade Kutcho copper project
continues to be redesigned as a smaller, higher grade project following
significant improvements in the continuity of the high grade mineralization
realized in 2008.


Combined, the existing operations' production levels, coupled with their
expansion potential, the potential of the Kutcho project, a strong hedge book
and recently enhanced balance sheet create an attractive base metal production
entity. The new company has a platform for organic growth and is well positioned
to take advantage of external growth opportunities and lever off of its mine
building, operating, financing, exploration and project management teams.


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 Capstone Mining Corp. and Sherwood Copper
Corporation (hereinafter referred to as the "Companies") do not intend, and do
not assume any obligation, to update these forward-looking statements.


Forward-looking statements relate to future events or future performance and
reflect management of the Companies' 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 Companies 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 from time to time in the Companies' 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
Companies have 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.

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