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| July 29, 2008 |
| Nevoro Acquires Sheffield Resources Ltd. |
TORONTO, ONTARIO--(Marketwire - July 29, 2008) - Nevoro Inc. ("Nevoro")(TSX:NVR) is pleased to announce that it has completed its acquisition of 100% of the issued and outstanding shares of Sheffield Resources Ltd., (TSX VENTURE:SLD) ("Sheffield") through a court-approved plan of arrangement (the "Arrangement") pursuant to s.288 of the Business Corporations Act (British Columbia), as previously announced in a press release dated June 10, 2008.
Sheffield received the approval of its common shareholders at its special shareholders meeting held Friday July 25, 2008 for the previously announced plan of arrangement (the "Arrangement") involving Sheffield and Nevoro.
Pursuant to the Arrangement each of Sheffield's 37,422,497 common shares have been acquired by Nevoro. In consideration, Nevoro has issued 0.80 of one Nevoro common share for each outstanding share of Sheffield. Holders of Sheffield's common share purchase warrants ("Sheffield Warrants"), in accordance with the terms of such warrants, in lieu of Sheffield's shares, shall receive upon the subsequent exercise of such holder's Sheffield Warrant, 0.80 of one Nevoro common share. Each holder of an outstanding Sheffield stock option shall receive such number of Nevoro options, to acquire one Nevoro common share, equal to the product of: (i) the number of Sheffield options held immediately before the closing of the Arrangement, and (ii) 0.80. The exercise price per Nevoro share shall be an amount equal to the quotient of (A) the exercise price per Nevoro Share subject to such Sheffield option immediately before closing divided by (B) 0.80.
Prior to the completion of the arrangement there were 115,160,561 Nevoro common shares outstanding. Nevoro issued 29,937,998 to former holders of Sheffield common shares. As a result former Sheffield shareholders own approximately 20.6% of Nevoro's common shares (23.5% fully diluted).
William Schara, President and CEO of Nevoro, noted "Having completed two major acquisitions, Aurora Platinum Exploration Inc. and Sheffield Resources Inc., as well as significant financing in less than one year, Nevoro has quickly established a firm foundation for growth. We now have two advanced-stage properties - the Stillwater chromite and nickel-copper-cobalt property in Montana plus the Moonlight copper property in California - and sufficient funds to begin their immediate advancement."
Sheffield's principal asset is the wholly owned, advanced-stage Moonlight Copper project located 140 km northwest of Reno, Nevada in Plumas County, California. The Moonlight Copper project is a 6,857 acre porphyry-Cu and Cu-oxide property with current NI 43-101 compliant indicated resources of 161.57 million tons averaging 0.324% Cu (at 0.2% Cu cutoff), 0.003 oz./ton Au and 0.112 oz./ton Ag, plus inferred resources of 88.35 million tons averaging 0.282% Cu, 0.003 oz./ton Au and 0.089 oz./ton Ag.
Additionally, Sheffield has an option to acquire the 9,161-acre, early-stage, Golden Loon Ni-Co-PGE-Au property, 80 km north of Kamloops, British Columbia. Historical exploration - limited drilling, geochemistry and geophysics - has identified encouraging Ni-Co and PGE mineralization in ultramafic rocks that underlie the property (Sheffield news release, March 6, 2007).
About Nevoro
Nevoro is a TSX-listed exploration and development company focused on the discovery of precious and base metals in the western USA. In addition to the acquisition of Sheffield Resources Ltd. and its Moonlight Copper Project, Nevoro recently completed the acquisition of Aurora Platinum Exploration Inc. and its Stillwater PGE-nickel-copper-cobalt-chromite project in Montana. Nevoro also holds 11 gold and base metal projects in Nevada and Idaho.
For more information, please visit the Nevoro Inc. website at www.nevoro.com.
CAUTIONARY STATEMENT: All statements, other than historical fact, contained or incorporated by reference in this news release, including any information as to the future financial or operating performance of Nevoro, constitute "forward looking statements" within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the date of this news release. Such "forward looking statements", reflects management's current beliefs and are based on information currently available to management of Nevoro. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "intention" or the negative of these terms or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes but is not limited to economic performance of Nevoro and of the combined company, statements regarding potential mineralization and resource, explorations and future plans and objectives of Nevoro, including exploration and development. Forward-looking information involves significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking information including risks related to investments, conditions of capital markets, economic conditions, dependence on key personnel, interest rates, regulatory change and availability of future financing. These factors should not be considered exhaustive. In addition, in evaluating this information, investors should specifically consider various factors, including risk factors, which may cause actual events or results to differ materially from any forward-looking statement. In formulating forward-looking information herein, management has assumed that business and economic conditions affecting Nevoro will continue substantially in the ordinary course, including without limitation with respect to general levels of economic activity, regulations, taxes, interest rates and that there will be no material changes. Although the forward-looking information is based on what management of Nevoro considers to be reasonable assumptions based on information currently available to it, there can be no assurance that actual events or results will be consistent with this forward-looking information, and management's assumptions may prove to be incorrect. This forward-looking information is made as of the date of this press release, and Nevoro does not assume any obligation, except as required by law, to update or revise them to reflect new events or circumstances. Undue reliance should not be placed on forward-looking information. | |
| CONTACT INFORMATION:
Nevoro Inc.
William Schara
President & CEO
(416) 363-8238 ext. 224
Email: wschara@nevoro.com
or
Nevoro Inc.
Steven Dawson
Vice President, Corporate Development
(416) 363-8238 ext. 222
Email: sdawson@nevoro.com
Website: www.nevoro.com
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| INDUSTRY: Manufacturing and Production - Mining and Metals | |
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