Nevoro Inc.

Nevoro Inc.

April 28, 2008 10:20 ET

Nevoro Inc. Announces Private Placement

TORONTO, ONTARIO--(Marketwire - April 28, 2008) -


Nevoro Inc. (TSX:NVR) (the "Company") is pleased to announce that Thomas Weisel Partners Canada Inc. has been appointed lead agent for a syndicate of agents (collectively the "Agents") to sell by way of private placement on a "best efforts" basis, up to C$20,000,000 of escrow receipts. Each escrow receipt will be automatically exchanged, for no additional consideration, for one unit of the Company, immediately following the completion of the first of either the Aurora Metals (BVI) Limited transaction announced on April 17, 2008 (the "Aurora Transaction") or the Sheffield Resources Ltd. transaction announced on April 24, 2008 (the "Sheffield Transaction"). Notwithstanding the foregoing, if the Aurora Metals (BVI) Limited transaction or the Sheffield Resources Ltd. transaction is completed prior to the closing of the offering, the Company will issue units rather than escrow receipts and the terms hereof will be deemed to be amended accordingly. Each unit will be comprised of one common share and a one-half warrant at an offering price to be determined in the context of the market. The agents will have the option to sell up to an additional 15% of escrow receipts, which option shall be exercisable up to closing of the offering. The escrow receipts and the underlying securities will be subject to a four month hold period under applicable securities laws.

The net proceeds of the offering will be held in escrow pending the completion of the first of either the Aurora Transaction or the Sheffield Transaction. If the Aurora Transaction and the Sheffield Transaction are not completed by August 15, 2008, investors will have the option of receiving either the securities underlying their escrow receipts or a refund of their subscription amounts.

The Company plans to use the net proceeds for exploration and general corporate purposes. The Agents shall receive compensation comprised of cash and broker warrants upon closing of the offering.

The offering is scheduled to close on or about May 22, 2008 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The securities to be issued under this 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.

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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. In addition to the planned purchase of Sheffield Resources Ltd. and the Moonlight Copper Project, Nevoro intends to advance the Stillwater project by upgrading and enhancing the historical, NI 43-101 resources. 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.

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