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Client Work

Starfield Resources completes acquisition of Nevoro

Fasken
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Overview

Client

Starfield Resources Inc.

On October 8, 2009, Starfield Resources Inc. (TSX: SRU / OTCBB: SRFDF) and Nevoro Inc. (TSX: NVR) announced the closing of the previously announced plan of arrangement pursuant to which Starfield acquired all of the issued and outstanding common shares of Nevoro. Under the terms of the arrangement, Nevoro shareholders received 0.87 Starfield common shares for each common share of Nevoro. The aggregate consideration paid by Starfield was approximately $23 million based upon Starfield's share price on June 23, 2009 when the arrangement was announced.The arrangement was carried out pursuant to the provisions of the Canada Business Corporations Act and was approved by the Ontario Superior Court of Justice and the affirmative vote of Nevoro's shareholders at a special meeting of the shareholders held on September 29, 2009. Pursuant to the arrangement, Starfield acquired 170,287,773 issued and outstanding common shares of Nevoro (representing 100% of Nevoro's outstanding common shares) in consideration of the issuance of 148,149,072 common shares in Starfield. In addition, Starfield issued 43,773,298 options and warrants to former Nevoro warrant and option holders who were deemed to have exchanged their Nevoro options and warrants for replacement Starfield securities. Starfield was advised by a team from Fasken Martineau that included Craig Brown, Geoff Clarke and Amira Abouali (corporate and securities) and Jennifer McAleer (barrister).

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