Vancouver, British Columbia - Candente Copper Corp. (TSX:DNT, BVL:DNT, US:CCOXF) ("Candente Copper") and Cobriza Metals Corp. (TSX-V: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 Cañariaco Norte copper project and the Cañariaco Sur and Quebrada Verde prospects located within the western Cordillera of the Peruvian Andes in the Ca̱aris District, Province of Ferre̱afe, Department of Lambayeque in Northern Peru.
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.
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.
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.
For further information, contact:
Manager, Investor Relations
mobile: +1 (604) 306-8477
local: + 1 (604) 689-1957 ext 3
Investor Relations, Peru
Tel.: (511) 715-2001 ext 107
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