OR DISSEMINATION IN THE UNITED STATES.
Vancouver, British Columbia, September 3, 2013 - Candente Copper Corp. (TSX:DNT, BVL:DNT, US:CCOXF) ("Candente Copper") and Cobriza Metals Corp. (TSX-V: 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 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 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.
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|
Cobriza Metals Corp.
Michael Thicke, M.Sc., P.Geo.
|On behalf of the Board of|
Candente Copper Corp.
Sean Waller, P.Eng.
For further information, please 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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