Starfield Resources Inc. ("Starfield") (TSX: SRU / OTCBB: SRFDF) and Nevoro Inc. ("Nevoro") (NVR) today announced the closing of the previously announced plan of arrangement (the "Arrangement"), pursuant to which Starfield has acquired all of the issued and outstanding common shares of Nevoro in consideration of 0.87 of one Starfield common share for each common share of Nevoro to the holder thereof.
The Arrangement was carried pursuant to the provisions of the Canada Business Corporations Act and was approved by the Ontario Superior Court of Justice and the affirmative vote of Nevoro's shareholders at a special meeting of the shareholders held on September 29, 2009. Pursuant to the Arrangement, Starfield acquired 170,287,773 issued and outstanding common shares of Nevoro (representing 100% of Nevoro's outstanding common shares) in consideration of the issuance of 148,149,072 common shares in Starfield. In addition, Starfield issued 43,773,298 options and warrants to former Nevoro warrant and option holders who are deemed to have exchanged their Nevoro options and warrants for replacement Starfield securities. Accordingly, Starfield now has 480,834,971 common shares that are issued and outstanding and up to an additional 62,927,898 Starfield common shares are issuable upon the exercise of Starfield options and warrants that are now outstanding.
The Nevoro common shares are now expected to be de-listed from the Toronto Stock Exchange at the close of trading on the third trading day following the date hereof.
Holders of Nevoro common shares are reminded that, in order to receive the consideration to which they are entitled pursuant to the Arrangement, they should properly complete and execute, as soon as possible, the Letter of Transmittal delivered to them in connection with seeking the approval of the shareholders of Nevoro for the Arrangement, and present and surrender the certificate(s) representing their common shares in accordance with the Letter of Transmittal, to Computershare Investor Services Inc., the depositary for the Arrangement, at the address indicated in the Letter of Transmittal. Failure to present and surrender the certificate(s) representing such common shares on or before the sixth anniversary of closing will result in the termination of any entitlement of the holder of such common shares to receive the consideration otherwise payable to such holder under the Arrangement.
Nevoro shareholders who have any questions or require more information with regard to the Arrangement or the receipt of Starfield common shares should contact:
