Nevoro Acquires Sheffield Resources Ltd.

Nevoro Acquires Sheffield Resources Ltd.

Nevoro Inc. is pleased to announce that it has completed its acquisition of 100% of the issued and outstanding shares of Sheffield Resources Ltd., (CDNX:SLD.V) (“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.

Share this post