Vancouver, British Columbia, June 16, 2009. Candente Resource Corp. (DNT:TSX and BVL) ("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:
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 Cañariaco 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.
For further information please contact:
Walter Spagnuolo
Investor Relations
Sean Waller, P. Eng.
President & CEO
Joanne C. Freeze, PGeo.
Vice-President Development
Phone: + 1 (604) 689-1957
Email: communications@candente.com
NR 261