Nevaro Capital Corporation
TSX VENTURE : NVO

December 22, 2009 16:15 ET

Nevaro Capital Corporation Announces Shareholder Approval of Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwire – Dec. 22, 2009) - Nevaro Capital Corporation ("Nevaro") (TSX VENTURE:NVO) is pleased to announce that at a special meeting of the common shareholders of Nevaro (the "Nevaro Shareholders"), the Nevaro Shareholders approved the reorganization of the business of Nevaro pursuant to a plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act. The Arrangement involves Nevaro, Canadian Energy Services L.P. ("CES"), the holders of Class A common limited partnership units (the "Class A Units") of CES (the "CES Unitholders"), the Nevaro Shareholders and certain other parties.

The Arrangement was also approved by CES Unitholders at the CES special meeting held on December 22, 2009.

Pursuant to the Arrangement, the assets and liabilities of Nevaro, along with approximately $2.8 million in consideration from CES, will be transferred to 7280157 Canada Ltd. ("New Nevaro") which will carry on Nevaro's existing business and be owned by the current shareholders of Nevaro. Nevaro Shareholders will receive one common share of New Nevaro for each common share of Nevaro held. New Nevaro will not be listed on a stock exchange but will remain a reporting issuer in British Columbia, Alberta, Manitoba and Ontario. In addition, the Class A Units and the shares of Canadian Energy Services Inc., the general partner of CES, will be transferred to Nevaro, which will carry on the existing businesses of CES under the name "Canadian Energy Services & Technology Corp.". CES Unitholders will receive one common share of Nevaro for each Class A Unit held. The Arrangement is expected to become effective on January 1, 2010.

Complete details of the terms of the Arrangement are set out in the joint information circular and proxy statement that was filed under Nevaro's profile on SEDAR on November 27, 2009. (www.sedar.com)

Vince Sorace

President, Nevaro Capital Corporation

Forward Looking Information

This press release contains certain forward-looking statements and forward-looking information ("forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this press release includes forward-looking information relating to completion of the Arrangement and the receipt of any required approval, or the anticipated benefits of the Arrangement. Nevaro believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.

Forward-looking information is based on various assumptions. Those assumptions are based on information currently available to Nevaro, including information obtained from third party industry analysts and other third party sources and include the historic performance of the Nevaro business, current circumstances and economic trends, completion of the Arrangement and utilization of the tax basis, currency, exchange and interest rates, trading data and cost estimates. You are cautioned that the preceding list of assumptions is not exhaustive.

Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause Nevaro's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. These risks and uncertainties include but are not limited to the risks identified in Nevaro's Information Circular for the year ended December 31, 2008 and in Nevaro's Management's Discussion and Analysis for the year ended December 31, 2008. Any forward-looking information is made as of the date hereof and, except as required by law, Nevaro assumes no obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Nevaro Capital Corporation
    Vince Sorace
    President
    604-647-6613 (FAX)