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| May 28, 2008 |
| Nevoro Inc. Provides Update on "Best Efforts" |
TORONTO, ONTARIO--(Marketwire - May 28, 2008) -
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Nevoro Inc. (TSX:NVR) (the "Company") would like to provide an update on the "best efforts" private placement (the "Offering") previously announced by the Company in a press release dated April 28, 2008.
Based on prevailing market conditions, Nevoro now plans to offer up to 28,571,428 units of the Company, priced at $0.35 per Unit (the "Units"). Each Unit will consist of one common share of the Company and one half of one common share purchase warrant, each whole warrant enabling the holder to acquire one common share of the Company at an exercise price of $0.50 for a period of two years from the closing of the Offering. The number of common shares issuable upon the exercise of the warrants is subject to adjustment upon the happening of certain events. The Company plans to use the net proceeds of the Offering for exploration and general corporate purposes.
If the over-allotment option is exercised by the agents, as described below, the total common shares issuable pursuant to the Offering (on a fully-diluted basis), would total 51,421,427 and would represent 68.4% of the current issued and outstanding common shares of the Company (which percentage will be diluted to a degree by the common shares of the Company issued pursuant to the closing of the Aurora Transaction (as defined below)).
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the Toronto Stock Exchange (the "TSX") and the approval of a majority of the Company's shareholders who are not participating in the Offering, pursuant to the exemption for holding a shareholder's meeting in section 604(d) of the TSX Company Manual (with written evidence of such approval being provided to the TSX).
Thomas Weisel Partners Canada Inc. (as lead agent) and MGI Securities Inc. are acting as agents for the Offering (collectively the "Agents"). At closing, the Agents will receive an agent's fee equal to 6.5% of the gross proceeds of the Offering and such number of broker warrants equalling 6.5% of the number of Units sold. Each broker warrant will be exercisable to acquire one common share of the Company at a price of $0.50 for a period of two years from the closing of the Offering. The Agents will be granted an over allotment option to sell up to an additional 15% of Units, which option shall be exercisable up to the closing of the Offering. The securities underlying the Units will be subject to a four-month hold period under applicable securities laws. The directors do not expect the Offering to have any effect on the control of the Company, but the Company confirms that one of its directors is planning to participate in the Offering through the purchase of 300,000 Units, representing approximately 1% of the Units being offered for sale. The participating director currently holds 550,000 common shares of the Company, as well as 500,000 options to purchase one common share per option.
The Offering is expected to close on or about June 11, 2008, but in no event will the Offering close until after the completion of the Aurora Platinum Exploration Inc. (previously Aurora Metals (BVI) Limited) transaction announced by the Company, on April 17, 2008 (the "Aurora Transaction").
The securities to be issued under the Offering will be offered by way of private placement exemptions, including in all the provinces of Canada, in the United Kingdom pursuant to applicable exemptions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.
About Nevoro Inc.
Nevoro is a TSX-listed exploration and development company focused on the discovery of base and precious metals in the western USA. Nevoro intends to purchase Aurora Platinum Exploration Inc., (formerly Aurora Metals (BVI) Limited), and its Stillwater Project and Sheffield Resources Ltd., including the Moonlight Copper Project. Nevoro also holds 13 gold projects in Nevada and Idaho.
CAUTIONARY STATEMENT: All statements, other than historical fact, contained or incorporated by reference in this news release, including any information as to the completion of the corporate transactions described herein as well as the completion of the proposed financing and terms thereof, constitute "forward looking statements" within the meaning of certain securities laws, including the "safe harbor" provisions of the Securities Act (Ontario) 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 is 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 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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