Candente Copper Corp. Completes Acquisition of Cobriza Metals Corp.
September 12 2013 - 1:50PM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Candente Copper Corp. (TSX:DNT)(BVL:DNT)(PINKSHEETS:CCOXF) ("Candente Copper")
and Cobriza Metals Corp. (TSX VENTURE:CZA) ("Cobriza") are pleased to announce
that Candente Copper has acquired ownership and control of all of the issued and
outstanding common shares of Cobriza ("Cobriza Shares"), pursuant to the
previously announced statutory plan of arrangement under the Business
Corporations Act (British Columbia) (the "Arrangement").
Under the Arrangement, among other things, holders of Cobriza Shares ("Cobriza
Shareholders") as at the Arrangement effective time of 12:01 a.m. (PDT) on
Wednesday, September 11, 2013 will be entitled to receive 0.5 of a common share
of Candente Copper (each whole share, a "Candente Copper Share") for each
Cobriza Share held.
In order to receive the Candente Copper Shares, registered Cobriza Shareholders
("Registered Shareholders") must deliver a properly completed letter of
transmittal (the "Letter of Transmittal") and certificates representing their
Cobriza Shares, along with any other required documents, to Computershare
Investor Services Inc. ("Computershare") at the address specified in the Letter
of Transmittal. The Letter of Transmittal was mailed to the Registered
Shareholders on August 7, 2013 - and is also available under Cobriza's profile
on SEDAR at www.sedar.com or by contacting Computershare directly. The Letter of
Transmittal is for use by Registered Shareholders only and is not to be used by
non-registered beneficial holders of Cobriza Shares (the "Beneficial
Shareholders"). A Beneficial Shareholder does not hold Cobriza Shares in its own
name but such shares are held by an intermediary. If you are a Beneficial
Shareholder you should contact your intermediary for instructions and
assistance.
Pursuant to the Arrangement, all outstanding Cobriza options and warrants have
been assumed by Candente Copper and exercisable to acquire Candente Copper
Shares, with the number of Candente Copper Shares and exercise price adjusted,
as appropriate, to reflect the consideration to be received by the Cobriza
Shareholders pursuant to the Arrangement.
Cobriza has taken the necessary steps to delist the Cobriza Shares from the TSX
Venture Exchange and Candente Copper intends to cause Cobriza to apply to the
relevant securities commissions for Cobriza to cease to be a reporting issuer
under Canadian securities laws.
For further details of the Arrangement, please see Cobriza's management
information circular dated August 1, 2013, and the joint news releases of
Cobriza and Candente Copper dated July 16, 2013, September 3, 2013 and September
10, 2013, all of which are available on SEDAR at www.sedar.com.
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 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 press release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this new release.
None of the securities anticipated to be issued under the plan of 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 press 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,
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
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.
DNT: NR-055
CZA: NR-012
FOR FURTHER INFORMATION PLEASE CONTACT:
Walter Spagnuolo
Manager, Investor Relations
mobile: +1 (604) 306-8477
local: + 1 (604) 689-1957 ext 3
Nataly Reategui
Investor Relations, Peru
(511) 715-2001 ext 107
nreategui@candente.com
info@cobrizametals.com
www.cobrizametals.com
info@candentecopper.com
www.candente.com
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