Nevoro Inc.
TSX : NVR

Nevoro Inc.

June 10, 2008 08:30 ET

Nevoro to Acquire Sheffield Resources Ltd.

TORONTO, ONTARIO--(Marketwire - June 10, 2008) - Nevoro Inc. ("Nevoro") (TSX:NVR) is pleased to announce that it has entered into a definitive agreement (the "Arrangement Agreement") to acquire all of the issued and outstanding securities of Sheffield Resources Ltd. (TSX VENTURE:SLD) ("Sheffield"), pursuant to an engagement agreement previously announced in Nevoro's press release dated April 24, 2008 (the "Arrangement").

Nevoro and Sheffield plan to complete the Arrangement by way of a court approved plan of arrangement pursuant to S.288 of the Business Corporations Act (British Columbia) whereby each issued and outstanding Sheffield common share will be cancelled and the holder thereof will receive 0.80 of one Nevoro common share. Currently, Sheffield has 35,422,497 common shares issued and outstanding. 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.

Currently, Nevoro has 75,163,585 common shares outstanding. Nevoro announced on April 17, 2008 a proposed plan of arrangement to acquire 100% of Aurora Platinum Exploration Inc. (formerly Aurora Metals (BVI) Limited) ("Aurora") (OTCBB:AURMF), the terms of which provide for the issuance of 19,981,476 shares. Upon the closing of the Aurora acquisition and the Sheffield acquisition, both as currently proposed, Nevoro will have approximately 123,483,058 issued and outstanding common shares, at which point Nevoro's current shareholders will hold approximately 60.9%, Sheffield shareholders will hold approximately 22.9% of these shares, and Aurora shareholders will hold approximately 16.2% of Nevoro's outstanding shares.

The acquisition of Sheffield 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. Sheffield will be seeking shareholder approval of the proposed acquisition, in a meeting to be held on or about July 25, 2008.

As part of the Arrangement Nevoro has agreed to provide working capital funding to Sheffield by way of a secured grid promissory note (the "Grid Note") under which Sheffield can request advances up to C$400,000, in the aggregate, from Nevoro. The advances will be secured by a mortgage of Sheffield's interest in the Moonlight Copper Project in Plumas County, California and are subject to an interest rate equal to the Prime Rate, as quoted by the Royal Bank of Canada, plus 2% per annum. The Grid Note can be called on 90 days notice by Nevoro and can be satisfied, at Sheffield's option, by repaying it or by the issuance of common shares based on a conversion rate equal to the lower of: (i) 75% of the average closing price of Sheffield's common shares as listed on the Toronto Stock Exchange - Venture Exchange (the "TSX-V") for the 20 trading days immediately preceding the date of this Agreement; and (ii) 75% of the average closing price of Sheffield's common shares as listed on the TSX-V for the 20 trading days immediately preceding the effective date of conversion (being the 90th day after the date of demand), and subject to the acceptance of the TSX-V to these terms of conversion.

Sheffield's principal asset is the 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 0.099 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 enter into a joint venture agreement, or to acquire the 9,161-acre, early-stage, Golden Loon Ni-Co-PGE-Au property, 80 km north of Kamloops, British Columbia. Historical exploration including 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 Inc.

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 planned purchase of Sheffield Resources Ltd. and its Moonlight Copper Project in northeastern California, Nevoro intends to acquire Aurora Platinum Exploration and that company's Stillwater PGE-nickel-copper-cobalt-chromite Project in Montana. Nevoro also holds 13 gold projects in Nevada and Idaho.

For more technical information on the Moonlight Project, please refer to Nevoro's press release issued on April 24, 2008, visit the Company's web site at www.nevoro.com.

CAUTIONARY STATEMENT: All statements, other than historical fact, contained or incorporated by reference in this news release, including any information as to the future financial or operating performance of Nevoro, constitute "forward looking statements" within the meaning of certain securities laws, 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 in this news release includes but is not limited to, completion of the acquisition, economic performance of Nevoro and of the combined company, statements regarding potential mineralization and resource, explorations and future plans and objectives of Nevoro, including exploration and development. 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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