DNT Candente Copper Corp

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Candente Resource Corp. (TSX:DNT)(BVLAC:DNT)(WKN:GW4) ("the Company") is very
pleased to announce that it has set July 10, 2009 as the date for an Annual
General and Special Meeting of its shareholders ("AGM") to vote in respect of,
among other things, the proposed Plan of Arrangement ("the Arrangement") to
create Candente Gold Corp. ("Candente Gold") (see News Release #259 of May 8,
2009) and a financing (the "Financing") in Candente Gold. Under the Arrangement,
the Company's shareholders are to be issued one (1) Candente Gold Share for
every five (5) Company Shares held such that they would hold shares in both the
Company and Candente Gold, with the Company's shares listed on the Toronto Stock
Exchange ("TSX") and the Lima Stock Exchange ("BVL") and Candente Gold's shares
listed on either the TSX or the TSX Venture Exchange ("TSXV") and the BVL.


The Company is also pleased to announce that Candente Gold has engaged BMO
Capital Markets to act as agent for a private placement offering of common
shares of Candente Gold (the "Financing"). Credibolsa SAB S.A. of Peru has been
engaged to act as the agent for a portion of the Financing directed to Peruvian
investors. The Financing will be carried out on a best efforts basis and is
expected to close in escrow prior to the AGM. Providing certain conditions are
met, the proceeds from the Financing and the shares of Candente Gold issued
under the Financing will be released from escrow concurrently with the closing
of the Arrangement. The size and pricing of the private placement will be
determined in the context of the markets. The net proceeds of the Financing will
be used to fund exploration and development activities on Candente Gold's
precious metals properties in Mexico and Peru and for general corporate
purposes.


The following is the anticipated schedule of events to complete the Arrangement,
assuming all necessary approvals are received as expected, however exact dates
are subject to change:


1) the Closing Date of the Arrangement and the date of release from escrow of
the proceeds from the Financing is expected to be on or about July 17, 2009;


2) the Ex-Distribution Date will be the first day of trading (at market open)
for both Candente Gold Corp. and the Company (to be renamed Candente Copper
Corp.) which will be 5 trading days after the Closing Date;


3) the trading day before the Ex-Distribution Date will be the last day
shareholders can buy Company shares with the right to receive Candente Gold
shares;


4) the Record and Distribution Date is the date on which the Company is to
distribute to its shareholders of record as of the same day, one (1) Candente
Gold Share for every five (5) Company Shares. This is expected to be 7 trading
days after the Closing Date.


Board and Management

Following completion of the Arrangement, the Company intends to change its name
to Candente Copper Corp. Sean Waller, P.Eng., currently VP Development of the
Company, who has an extensive background in project engineering and development,
will be appointed Director and President of Candente Copper. Joanne Freeze,
P.Geo. will continue to act as Director and CEO of Candente Copper and be
appointed Director, President and CEO of Candente Gold in order to provide
strategic exploration and business management direction to both companies. The
board of directors of each of the companies will be comprised of senior mining
industry executives with a track record in the discovery and development of
copper, gold and silver deposits. The Candente Gold board will include Steven
Dean, FCA, AUSIMM, CIM, Larry Kornze, P.Eng., Dr. Peter Megaw, C.P.G. and Andrew
Smith, P.Geo. The Candente Copper board will include Dr. Klaus Zeitler,
Dr.Rer.Pol.Techn., Andres Milla, M.A.Ec, and Michael Casselman, P.Geo. Ing.
Fredy Huanqui will act as an advisor to both companies on their Technical
Advisory Committees.


Transaction Rationale

Management and the Board of Directors believe that the Arrangement will deliver
greater value to shareholders by allowing management of each resulting company
to focus on maximizing the value of their unique assets. The Arrangement will
allow the Company to continue to dedicate its resources to copper exploration
and development, and specifically to the Canariaco Project, while Candente Gold
will focus on gold and silver properties which were recently not the Company's
primary business focus.


Company shareholders will retain their Company shares and receive Candente Gold
shares, and the Company will retain approximately 10% of the issued and
outstanding shares in Candente Gold Corp. This will provide Company shareholders
with continued exposure to each company's potential upside, additional growth
opportunities and anticipated higher capital markets valuations for the two
distinct asset bases.


The terms of the Arrangement have been approved by a Special Committee of
independent directors of the Company formed to review and assess the
Arrangement. In addition, the Board of Directors and the Special Committee have
received a fairness opinion from Ross Glanville and Associates Ltd. and Bruce
McKnight of Minerals Advisor Services in respect of the Arrangement.


Additional details regarding the Arrangement are available in the Information
Circular of the Company which was mailed to shareholders in connection with the
AGM and posted under the Company's profile on SEDAR at www.sedar.com and on the
Company's website www.candente.com on June 15, 2009.


About Candente Resource Corp.

Candente's Management Team and Board of Directors are senior mining industry
executives with a track record in the discovery and development of copper, gold
and silver deposits. Candente subscribes to principles, which ensure that
exploration and development activities are consistent with best practice and
beneficial to the local communities.


This news release may contain forward-looking statements including but not
limited to comments regarding the timing and content of upcoming work programs,
geological interpretations, receipt of property titles, potential mineral
recovery processes, etc. Forward-looking statements address future events and
conditions and therefore involve inherent risks and uncertainties. Actual
results may differ materially from those currently anticipated in such
statements. Candente relies upon litigation protection for forward-looking
statements.


CAUTIONARY NOTE TO U.S. INVESTORS

We advise U.S. investors that this news release uses terms which are not
recognized by the United States Securities and Exchange Commission ("SEC"),
including "mineral resources", "measured resources", "indicated resources" and
"inferred resources". The estimation of measured and indicated resources
involves greater uncertainty as to their existence and economic feasibility than
the estimation of proven and probable reserves. U.S. investors are cautioned not
to assume that mineral resources in these categories will be converted to
reserves. The estimation of inferred resources involves far greater uncertainty
as to their existence and economic viability than the estimation of other
categories of resources. U.S. investors are cautioned not to assume that
estimates of inferred mineral resources exist, are economically mineable, or
will be upgraded into measured or indicated mineral resources. U.S. investors
are cautioned not to assume that mineral resources in any of these categories
will be converted into reserves.


NR 261

Candente Copper (TSX:DNT)
Historical Stock Chart
From Jun 2024 to Jul 2024

Candente Copper (TSX:DNT)
Historical Stock Chart
From Jul 2023 to Jul 2024