Nevoro Inc.

Nevoro Inc.

June 23, 2009 18:00 ET

Starfield Resources Inc. to Acquire Nevoro Inc.

Share exchange to combine base and precious metal mining properties in Nunavut & Montana

TORONTO, ONTARIO--(Marketwire - June 23, 2009) - Nevoro Inc. (TSX:NVR) -


A conference call with Management will be held on Wednesday June 24, 2009 at 10:00 a.m. EDT

Presentation available at: and

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Hong Kong: 001 800 2288 3501, Europe: 00 800 2288 3501

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Starfield Resources Inc. ("Starfield") (TSX:SRU) and Nevoro Inc. (TSX:NVR) ("Nevoro") are pleased to announce they have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which Starfield will acquire all of the issued and outstanding securities of Nevoro.

Both Starfield and Nevoro are exploration and development companies with advanced base and precious metal projects. Starfield has the most advanced copper-nickel-cobalt-PGE exploration and development project in the Canadian Arctic, and Nevoro has nickel-copper-cobalt and chrome deposits in the Montana Stillwater District on strike with the Stillwater Mine, which is North America's highest grade producer of platinum group metals.

Management and the board of directors of both Nevoro and Starfield and the Special Committee of the Nevoro board of directors are unanimously in support of the proposed business combination. "This combination is an excellent strategic fit," noted Andre Douchane, President and CEO of Starfield. "Starfield's large copper-nickel-cobalt-PGE resource at Ferguson Lake complements Nevoro's properties at Stillwater and our environmentally friendly and highly efficient solvent extraction technology should be applicable to Nevoro's Ni-Cu-Co deposits."

"The timing of this transaction could not be better," added Victor Bradley, Executive Deputy Chairman of Nevoro. "Nevoro's Stillwater properties are entering the development stage, and Starfield's management, having developed and managed large base and precious metals mines throughout the world, has the experience necessary to move our properties to the next stage."

Nevoro's principal asset is its Stillwater Ni-Cu-Co-Cr-PGE Project in Montana. The project is located in the well-mineralized Stillwater Layered Mafic-Ultramafic Complex in south-central Montana. Nevoro currently holds 4,070 acres of 100%-owned patented and unpatented mining claims in the eastern part of the Complex, the most intensely explored part of the region, adjacent to and immediately south of the Stillwater Mine, which is one of the world's largest and richest PGE operations. Nevoro's properties include substantial Ni-Cu-Co deposits, which were drilled and advanced -- but never developed -- by Anaconda in the 1960s-1970s, and North America's largest defined chromite resources consisting of development-stage deposits that were partially mined during the 1940s-1950s.

Nevoro recently agreed to acquire Beartooth Platinum's ground in the Stillwater District, increasing Nevoro's land position to some 18,000 acres covering up to 40 kilometres of strike of the Ni/Cu/PGE targets in the district.

Nevoro's Moonlight copper project will not be included in this transaction, but will be distributed to Nevoro shareholders in a manner to be determined.

Starfield's advanced 100% owned Ferguson Lake project is the largest base and precious metals project in Nunavut. The project's massive sulphide resource is estimated at 44 million tonnes with the potential to dramatically increase in size. With one-third of the resource in the indicated category, the project is approaching the advanced development stage. A scoping study was filed on SEDAR in May 2008, and an update to this study was completed in December 2008 by Scott Wilson RPA. Both of the foregoing studies indicated the project to be economically attractive. The growth potential is significant as the land area of this project accounts for only 2% of the company's 625,000 acre land position. In addition, Starfield has commenced a diamond exploration program following the discovery of a diamond in a till sample in December 2008.

Key Benefits of Business Combination

The combination of these two companies is expected to result in a larger, stronger and more cost efficient company, able to achieve much more than each company could on its own. The key benefits are:

- Significantly expanded and geographically diversified resource base with a potential combined base metal resource of +150 million tonnes, based on historical estimates.

- Advanced base metal projects in favourable geological settings.

- Significant potential for multiple exploration and development projects, with a land package that is largely undeveloped.

- Opportunity to apply Starfield's solvent extraction technology at Stillwater.

- Cost efficiencies resulting from the complementary nature of the projects.

- Experienced and proven management and board.

- Increased share trading liquidity.

Terms of the Acquisition

Starfield and Nevoro plan to complete the transaction by way of a court approved plan of arrangement pursuant to S.192 of the Canada Business Corporations Act, whereby each issued and outstanding Nevoro common share will be purchased by Starfield, and the holder thereof will receive 0.87 of one Starfield common share (the "Transaction") which represents a value of approximately C$0.15 per share based upon the closing price of Starfield common shares on the Toronto Stock Exchange on June 22, 2009 and a 64% premium on the 20-day volume weighted average trading price of the common shares of both companies. This is in addition to the value of any distribution Nevoro shareholders may receive for Nevoro's Moonlight copper project.

Holders of Nevoro common share purchase warrants and stock options shall receive, upon the subsequent exercise of such Nevoro warrants and options, 0.87 of one Starfield common share in lieu of each Nevoro common share to which they would have otherwise been entitled. The exercise price applicable to each Nevoro warrant and option shall be adjusted to an amount equal to the product of (A) the exercise price per share prescribed in each Nevoro warrant and option and (B) 1.15.

Currently, Nevoro has 151,854,273 common shares issued and outstanding, and Starfield has 332,685,899 common shares outstanding. In addition, Nevoro has 15 million contingently issuable common shares and 7.5 million contingently issuable warrants in regards to the not yet completed Beartooth land acquisition. Upon the closing of the Transaction as currently proposed, and assuming the completion of the contingent transaction above, Starfield will have 476,907,006 issued and outstanding common shares, of which approximately 70% will be held by Starfield's current shareholders and approximately 30% will be held by Nevoro shareholders.

The Arrangement Agreement also provides for, among other things, a non-solicitation covenant on the part of Nevoro, subject to customary "fiduciary out" provisions that entitle Nevoro to consider and accept a superior proposal, a right in favour of Starfield to match any superior proposal and the payment to Starfield of a termination payment equal to $500,000, under certain circumstances.

The acquisition of Nevoro 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. Nevoro will be seeking shareholder approval of the proposed acquisition, in a meeting to be held on or before August 31, 2009.

About Nevoro

Nevoro Inc. is a TSX-listed exploration and development company focused on the discovery of precious and base metals primarily in the western USA. Nevoro holds the Stillwater nickel-copper-cobalt-PGE-chromite project in Montana with historic copper, nickel, chromite resources (non 43-101 and not to be relied on), the Moonlight copper project in California, and eight gold exploration projects in Nevada.

About Starfield

Starfield Resources Inc. is an advanced stage exploration and development company focused on its Ferguson Lake nickel-copper-cobalt-platinum-palladium property in Nunavut, Canada. The property is emerging as Nunavut's largest base and precious metal project. Starfield has funded the development of a novel, environmentally-friendly and energy efficient hydrometallurgical flow sheet to recover metals from its Ferguson Lake massive sulphides. The Company has also embarked on a diamond exploration program on its property and recently discovered a diamond.

Forward-Looking Statements

This news release may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices and other factors described above and in the Company's most recent annual information form under the heading "Risk Factors" which has been filed electronically by means of the Canadian Securities Administrators' website located at The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

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