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TORONTO, ONTARIO--(Marketwire - June
23, 2009) - Nevoro Inc. (TSX:NVR) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE U.S.
A conference call with Management will be held on Wednesday June 24,
2009 at 10:00 a.m. EDT
Presentation available at: www.starfieldres.com and www.nevoro.com
Call in numbers:
North America: 416-644-3421 or 1-800-732-9307
Hong Kong: 001 800 2288 3501, Europe: 00 800 2288 3501
Playback: 416-640-1917 or 1-877-289-8525, passcode 21309763#
Starfield Resources Inc. ("Starfield") (TSX:SRU) and Nevoro
Inc. (TSX:NVR) ("Nevoro") are pleased to announce they have
entered into a definitive agreement (the "Arrangement
Agreement") pursuant to which Starfield will acquire all of the
issued and outstanding securities of Nevoro.
Both Starfield and Nevoro are exploration and development companies
with advanced base and precious metal projects. Starfield has the most
advanced copper-nickel-cobalt-PGE exploration and development project
in the Canadian Arctic, and Nevoro has nickel-copper-cobalt and chrome
deposits in the Montana Stillwater District on strike with the
Stillwater Mine, which is North America's highest grade producer of
platinum group metals.
Management and the board of directors of both Nevoro and Starfield and
the Special Committee of the Nevoro board of directors are unanimously
in support of the proposed business combination. "This combination
is an excellent strategic fit," noted Andre Douchane, President
and CEO of Starfield. "Starfield's large copper-nickel-cobalt-PGE
resource at Ferguson Lake complements Nevoro's properties at Stillwater
and our environmentally friendly and highly efficient solvent
extraction technology should be applicable to Nevoro's Ni-Cu-Co deposits."
"The timing of this transaction could not be better," added
Victor Bradley, Executive Deputy Chairman of Nevoro. "Nevoro's
Stillwater properties are entering the development stage, and
Starfield's management, having developed and managed large base and
precious metals mines throughout the world, has the experience
necessary to move our properties to the next stage."
Nevoro's principal asset is its Stillwater Ni-Cu-Co-Cr-PGE Project in
Montana. The project is located in the well-mineralized Stillwater
Layered Mafic-Ultramafic Complex in south-central Montana. Nevoro
currently holds 4,070 acres of 100%-owned patented and unpatented
mining claims in the eastern part of the Complex, the most intensely
explored part of the region, adjacent to and immediately south of the
Stillwater Mine, which is one of the world's largest and richest PGE
operations. Nevoro's properties include substantial Ni-Cu-Co deposits,
which were drilled and advanced -- but never developed -- by Anaconda
in the 1960s-1970s, and North America's largest defined chromite
resources consisting of development-stage deposits that were partially
mined during the 1940s-1950s.
Nevoro recently agreed to acquire Beartooth Platinum's ground in the
Stillwater District, increasing Nevoro's land position to some 18,000
acres covering up to 40 kilometres of strike of the Ni/Cu/PGE targets
in the district.
Nevoro's Moonlight copper project will not be included in this
transaction, but will be distributed to Nevoro shareholders in a manner
to be determined.
Starfield's advanced 100% owned Ferguson Lake project is the largest
base and precious metals project in Nunavut. The project's massive
sulphide resource is estimated at 44 million tonnes with the potential
to dramatically increase in size. With one-third of the resource in the
indicated category, the project is approaching the advanced development
stage. A scoping study was filed on SEDAR in May 2008, and an update to
this study was completed in December 2008 by Scott Wilson RPA. Both of
the foregoing studies indicated the project to be economically
attractive. The growth potential is significant as the land area of
this project accounts for only 2% of the company's 625,000 acre land
position. In addition, Starfield has commenced a diamond exploration
program following the discovery of a diamond in a till sample in
December 2008.
Key Benefits of Business Combination
The combination of these two companies is expected to result in a
larger, stronger and more cost efficient company, able to achieve much
more than each company could on its own. The key benefits are:
- Significantly expanded and geographically diversified resource base
with a potential combined base metal resource of +150 million tonnes,
based on historical estimates.
- Advanced base metal projects in favourable geological settings.
- Significant potential for multiple exploration and development
projects, with a land package that is largely undeveloped.
- Opportunity to apply Starfield's solvent extraction technology at
Stillwater.
- Cost efficiencies resulting from the complementary nature of the
projects.
- Experienced and proven management and board.
- Increased share trading liquidity.
Terms of the Acquisition
Starfield and Nevoro plan to complete the transaction by way of a court
approved plan of arrangement pursuant to S.192 of the Canada Business
Corporations Act, whereby each issued and outstanding Nevoro common
share will be purchased by Starfield, and the holder thereof will
receive 0.87 of one Starfield common share (the
"Transaction") which represents a value of approximately
C$0.15 per share based upon the closing price of Starfield common
shares on the Toronto Stock Exchange on June 22, 2009 and a 64% premium
on the 20-day volume weighted average trading price of the common
shares of both companies. This is in addition to the value of any
distribution Nevoro shareholders may receive for Nevoro's Moonlight
copper project.
Holders of Nevoro common share purchase warrants and stock options
shall receive, upon the subsequent exercise of such Nevoro warrants and
options, 0.87 of one Starfield common share in lieu of each Nevoro
common share to which they would have otherwise been entitled. The
exercise price applicable to each Nevoro warrant and option shall be
adjusted to an amount equal to the product of (A) the exercise price
per share prescribed in each Nevoro warrant and option and (B) 1.15.
Currently, Nevoro has 151,854,273 common shares issued and outstanding,
and Starfield has 332,685,899 common shares outstanding. In addition,
Nevoro has 15 million contingently issuable common shares and 7.5
million contingently issuable warrants in regards to the not yet
completed Beartooth land acquisition. Upon the closing of the
Transaction as currently proposed, and assuming the completion of the
contingent transaction above, Starfield will have 476,907,006 issued
and outstanding common shares, of which approximately 70% will be held
by Starfield's current shareholders and approximately 30% will be held
by Nevoro shareholders.
The
Arrangement Agreement also provides for, among other things, a
non-solicitation covenant on the part of Nevoro, subject to customary
"fiduciary out" provisions that entitle Nevoro to consider
and accept a superior proposal, a right in favour of Starfield to match
any superior proposal and the payment to Starfield of a termination
payment equal to $500,000, under certain circumstances.
The acquisition of Nevoro is subject to all requisite regulatory
approvals, court approval, obtaining all security holder approvals
required by applicable laws and such other conditions as are customary
in transactions of this nature. Nevoro will be seeking shareholder
approval of the proposed acquisition, in a meeting to be held on or
before August 31, 2009.
About Nevoro
Nevoro Inc. is a TSX-listed exploration and development company focused
on the discovery of precious and base metals primarily in the western
USA. Nevoro holds the Stillwater nickel-copper-cobalt-PGE-chromite
project in Montana with historic copper, nickel, chromite resources
(non 43-101 and not to be relied on), the Moonlight copper project in
California, and eight gold exploration projects in Nevada.
About Starfield
Starfield Resources Inc. is an advanced stage exploration and
development company focused on its Ferguson Lake
nickel-copper-cobalt-platinum-palladium property in Nunavut, Canada.
The property is emerging as Nunavut's largest base and precious metal
project. Starfield has funded the development of a novel,
environmentally-friendly and energy efficient hydrometallurgical flow
sheet to recover metals from its Ferguson Lake massive sulphides. The
Company has also embarked on a diamond exploration program on its
property and recently discovered a diamond.
Forward-Looking Statements
This news release may contain certain information that constitutes
forward-looking statements. Forward-looking statements are frequently
characterized by words such as "plan," "expect,"
"project," "intend," "believe,"
"anticipate" and other similar words, or statements that
certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made, and are subject to a
variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected in
the forward-looking statements. These factors include the inherent
risks involved in the exploration and development of mineral
properties, the uncertainties involved in interpreting drilling results
and other geological data, fluctuating metal prices and other factors
described above and in the Company's most recent annual information
form under the heading "Risk Factors" which has been filed
electronically by means of the Canadian Securities Administrators'
website located at www.sedar.com.
The Company disclaims any obligation to update or revise any
forward-looking statements if circumstances or management's estimates
or opinions should change. The reader is cautioned not to place undue
reliance on forward-looking statements.
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