Shareholders of Cobriza Metals Corp. Approve Plan of Arrangement with Candente Copper Corp.
September 03 2013 - 6:26PM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES.
Candente Copper Corp. (TSX:DNT)(LMA:DNT) ("Candente Copper") and Cobriza Metals
Corp. (TSX VENTURE:CZA) ("Cobriza") are pleased to jointly announce that at the
annual and special meeting of Cobriza's shareholders held today (the "Meeting"),
the Cobriza shareholders have voted to approve the previously announced plan of
arrangement (the "Arrangement") with Candente Copper. The resolution approving
the Arrangement was approved by 94.95% of the votes cast by Cobriza
shareholders, as a single class, present in person or represented by proxy at
the Meeting as well as 92.64% of the votes cast by shareholders after excluding
Cobriza shares held by interested parties which includes shares held by Candente
Copper Corp. and its directors and officers, as required pursuant to
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions.
Under the Arrangement, Candente Copper will acquire all of the common shares of
Cobriza that it does not already own and Cobriza shareholders, other than
Candente Copper, will receive 0.50 of a Candente Copper common share for each
Cobriza common share held, resulting in Candente Copper issuing approximately
12,204,860 of its common shares to Cobriza shareholders, representing
approximately 9.09% of Candente Copper's total post-Arrangement issued and
outstanding share capital. All outstanding Cobriza options and warrants will be
assumed by Candente Copper and exercisable to acquire Candente Copper common
shares, with the number of Candente Copper common shares and exercise price
adjusted, as appropriate, to reflect the consideration to be received by the
Cobriza shareholders pursuant to the Arrangement.
For further details of the Arrangement, please see Cobriza's management
information circular dated August 1, 2013, and the joint news release of Cobriza
and Candente Copper dated July 16, 2013, each of which is available on SEDAR at
www.sedar.com.
Cobriza's application to the Supreme Court of British Columbia to obtain the
final court order approving the Arrangement is scheduled for September 6, 2013.
Assuming court approval is obtained and that all other conditions to the
Arrangement are satisfied or waived, the Arrangement is expected to become
effective on or before September 11, 2013.
About Candente Copper
Candente Copper is a mineral exploration company engaged in the acquisition,
exploration and development of mineral properties. Candente Copper is currently
focused on the exploration and development of its Canariaco Norte copper project
and the Canariaco Sur and Quebrada Verde prospects located within the western
Cordillera of the Peruvian Andes in the Canaris District, Province of Ferrenafe,
Department of Lambayeque in Northern Peru.
About Cobriza
Cobriza is a TSX Venture Exchange listed mineral exploration company focused on
the exploration and development of base metals mining projects in Peru and Latin
America, initially focused on the exploration of three of its 100% owned
projects: Arikepay, Don Gregorio and Miraflores.
The Toronto Stock Exchange does not accept responsibility for the adequacy or
accuracy of this news release.
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 news release.
None of the securities anticipated to be issued under the Arrangement have been
or will be registered under the Securities Act of 1933, as amended, or any state
securities laws, and such securities are anticipated to be issued in the United
States pursuant to exemptions from such registration requirements. This news
release shall not constitute an offer to sell or solicitation of an offer to buy
any securities in any jurisdiction where such an offer or sale would be
unlawful.
Forward Looking Information
This news release contains "forward-looking information" within the meaning of
applicable securities laws that are intended to be covered by the safe harbours
created by those laws, including statements that use forward-looking terminology
such as "may", "will", "expect", "anticipate", "believe", "continue",
"potential", or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking information may include, without limitation,
statements regarding the completion of the proposed transaction and other
statements that are not historical facts. While such forward-looking information
are expressed by each of Candente Copper and Cobriza, as stated in this release,
in good faith and believed by each of Candente Copper and Cobriza to have a
reasonable basis, they are subject to important risks and uncertainties
including, without limitation, approval of applicable governmental authorities,
necessary Court approvals, the satisfaction or waiver of certain other
conditions contemplated by the agreement between Candente Copper and Cobriza
with respect to the Arrangement, and changes in applicable laws or regulations,
which could cause actual results to differ materially from future results
expressed, projected or implied by the forward-looking information. As a result
of these risks and uncertainties, the proposed transaction could be modified,
restructured or not be completed, and the results or events predicted in these
forward-looking information may differ materially from actual results or events.
These forward-looking information are not guarantees of future performance,
given that they involve risks and uncertainties. Neither Candente Copper nor
Cobriza is affirming or adopting any statements made by any other person in
respect of the proposed transaction and expressly disclaims any intention or
obligation to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except in accordance with
applicable securities or to comment on expectations of, or statements made by
any other person in respect of the proposed transaction. Investors should not
assume that any lack of update to a previously issued forward-looking statement
constitutes a reaffirmation of that statement. Reliance on forward-looking
information is at investors' own risk.
On behalf of the Board of On behalf of the Board of
Cobriza Metals Corp. Candente Copper Corp.
Michael Thicke, M.Sc., P.Geo. Sean Waller, P.Eng.
President and Director President and Director
CZA: NR-010
DNT: NR-053
FOR FURTHER INFORMATION PLEASE CONTACT:
Candente Copper Corp.
Walter Spagnuolo
Manager, Investor Relations
Mobile: +1 (604) 306-8477
Local: + 1 (604) 689-1957 ext 3
Candente Copper Corp.
Nataly Reategui
Investor Relations, Peru
(511) 715-2001 ext 107
nreategui@candente.com
Candente Copper Corp.
info@candentecopper.com
www.candentecopper.com
Cobriza Metals Corp.
info@cobrizametals.com
www.cobrizametals.com
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