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The Company has three main projects: a PGE project in Montana's Stillwater District; a copper project in California's historic Moonlight Copper Mining District; and a nickel-copper-cobalt-PGE project in Ferguson Lake, Nunavut.

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Message: Big News

Big News

posted on Jun 23, 2009 06:30PM

I hope the other properties are worth taking on the float.

A conference call with Management will be held

on Wednesday June 24, 2009 at 10:00 a.m. EDT

Presentation available at:

www.starfieldres.com and www.nevoro.com

Call in numbers:

North America: 416-644-3421 or 1-800-732-9307

Hong Kong: 001 800 2288 3501, Europe: 00 800 2288 3501

Playback: 416-640-1917 or 1-877-289-8525, passcode 21309763#

Starfield Resources Inc. To Acquire Nevoro Inc.

Share exchange to combine base and precious metal mining properties in Nunavut & Montana

Toronto, Canada – June 23, 2009 – Starfield Resources Inc.

(“Starfield”) (SRU-TSX) and

Nevoro Inc.

(TSX: NVR) (“Nevoro”) are pleased to announce they have entered into a definitive

agreement (the “Arrangement Agreement”) pursuant to which Starfield will acquire all of the

issued and outstanding securities of Nevoro.

Both Starfield and Nevoro are exploration and development companies with advanced base and

precious metal projects. Starfield has the most advanced copper-nickel-cobalt-PGE exploration and

development project in the Canadian Arctic, and Nevoro has nickel-copper-cobalt and chrome

deposits in the Montana Stillwater District on strike with the Stillwater Mine, which is North

America’s highest grade producer of platinum group metals.

Management and the board of directors of both Nevoro and Starfield and the Special Committee of

the Nevoro board of directors are unanimously in support of the proposed business combination.

“This combination is an excellent strategic fit,” noted André Douchane, President and CEO of

Starfield. “Starfield’s large copper-nickel-cobalt-PGE resource at Ferguson Lake complements

Nevoro’s properties at Stillwater and our environmentally friendly and highly efficient solvent

extraction technology should be applicable to Nevoro’s Ni-Cu-Co deposits.”

“The timing of this transaction could not be better,” added Victor Bradley, Executive Deputy

Chairman of Nevoro. “Nevoro’s Stillwater properties are entering the development stage, and

Starfield’s management, having developed and managed large base and precious metals mines

throughout the world, has the experience necessary to move our properties to the next stage.”

Nevoro's principal asset is its Stillwater Ni-Cu-Co-Cr-PGE Project in Montana. The project is

located in the well-mineralized Stillwater Layered Mafic-Ultramafic Complex in south-central

Montana. Nevoro currently holds 4,070 acres of 100%-owned patented and unpatented mining

claims in the eastern part of the Complex, the most intensely explored part of the region, adjacent to

and immediately south of the Stillwater Mine, which is one of the world's largest and richest PGE

operations. Nevoro's properties include substantial Ni-Cu-Co deposits, which were drilled and

advanced –– but never developed –– by Anaconda in the 1960s-1970s, and North America's largest

defined chromite resources consisting of development-stage deposits that were partially mined

during the 1940s-1950s.

Nevoro recently agreed to acquire Beartooth Platinum’s ground in the Stillwater District, increasing

Nevoro’s land position to some 18,000 acres covering up to 40 kilometres of strike of the

Ni/Cu/PGE targets in the district.

Nevoro’s Moonlight copper project will not be included in this transaction, but will be distributed

to Nevoro shareholders in a manner to be determined.

Starfield’s advanced 100% owned Ferguson Lake project is the largest base and precious metals

project in Nunavut. The project’s massive sulphide resource is estimated at 44 million tonnes with

the potential to dramatically increase in size. With one-third of the resource in the indicated

category, the project is approaching the advanced development stage. A scoping study was filed

on SEDAR in May 2008, and an update to this study was completed in December 2008 by Scott

Wilson RPA. Both of the foregoing studies indicated the project to be economically attractive. The

growth potential is significant as the land area of this project accounts for only 2% of the

company’s 625,000 acre land position. In addition, Starfield has commenced a diamond

exploration program following the discovery of a diamond in a till sample in December 2008.

Key Benefits of Business Combination

The combination of these two companies is expected to result in a larger, stronger and more cost

efficient company, able to achieve much more than each company could on its own. The key

benefits are:

Significantly expanded and geographically diversified resource base with a potential combined

base metal resource of +150 million tonnes, based on historical estimates.

Advanced base metal projects in favourable geological settings.

Significant potential for multiple exploration and development projects, with a land package

that is largely undeveloped.

Opportunity to apply Starfield’s solvent extraction technology at Stillwater.

Cost efficiencies resulting from the complementary nature of the projects.

Experienced and proven management and board.

Increased share trading liquidity.

Terms of the Acquisition

Starfield and Nevoro plan to complete the transaction by way of a court approved plan of

arrangement pursuant to S.192 of the

Canada Business Corporations Act,

whereby each issued and

outstanding Nevoro common share will be purchased by Starfield, and the holder thereof will

receive 0.87 of one Starfield common share (the “Transaction”) which represents a value of

approximately C$0.15 per share based upon the closing price of Starfield common shares on the

Toronto Stock Exchange on June 22, 2009 and a 64% premium on the 20-day volume weighted

average trading price of the common shares of both companies. This is in addition to the value of

any distribution Nevoro shareholders may receive for Nevoro’s Moonlight copper project.

Holders of Nevoro common share purchase warrants and stock options shall receive, upon the

subsequent exercise of such Nevoro warrants and options, 0.87 of one Starfield common share in

lieu of each Nevoro common share to which they would have otherwise been entitled. The exercise

price applicable to each Nevoro warrant and option shall be adjusted to an amount equal to the

product of (A) the exercise price per share prescribed in each Nevoro warrant and option and (B)

1.15.

Currently, Nevoro has 151,854,273 common shares issued and outstanding, and Starfield has

332,685,899 common shares outstanding. In addition, Nevoro has 15 million contingently issuable

common shares and 7.5 million contingently issuable warrants in regards to the not yet completed

Beartooth land acquisition. Upon the closing of the Transaction as currently proposed, and

assuming the completion of the contingent transaction above, Starfield will have 476,907,006

issued and outstanding common shares, of which approximately 70% will be held by Starfield’s

current shareholders and approximately 30% will be held by Nevoro shareholders.

The Arrangement Agreement also provides for, among other things, a non-solicitation covenant on

the part of Nevoro, subject to customary “fiduciary out” provisions that entitle Nevoro to consider

and accept a superior proposal, a right in favour of Starfield to match any superior proposal and the

payment to Starfield of a termination payment equal to $500,000, under certain circumstances.

The acquisition of Nevoro is subject to all requisite regulatory approvals, court approval, obtaining

all security holder approvals required by applicable laws and such other conditions as are

customary in transactions of this nature. Nevoro will be seeking shareholder approval of the

proposed acquisition, in a meeting to be held on or before August 31, 2009.

About Nevoro

Nevoro Inc. is a TSX-listed exploration and development company focused on the discovery of

precious and base metals primarily in the western USA. Nevoro holds the Stillwater nickel-coppercobalt-

PGE-chromite project in Montana with historic copper, nickel, chromite resources (non 43-

101 and not to be relied on), the Moonlight copper project in California, and eight gold exploration

projects in Nevada.

About Starfield

Starfield Resources Inc. is an advanced stage exploration and development company focused on its

Ferguson Lake nickel-copper-cobalt-platinum-palladium property in Nunavut, Canada. The

property is emerging as Nunavut’s largest base and precious metal project. Starfield has funded the

development of a novel, environmentally-friendly and energy efficient hydrometallurgical flow

sheet to recover metals from its Ferguson Lake massive sulphides. The Company has also

embarked on a diamond exploration program on its property and recently discovered a diamond.

Forward-Looking Statements

This news release may contain certain information that constitutes forward-looking statements. Forward-looking

statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate" and

other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are

based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of

risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected

in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of

mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal

prices and other factors described above and in the Company's most recent annual information form under the heading

"Risk Factors" which has been filed electronically by means of the Canadian Securities Administrators' website located at

www.sedar.com

. The Company disclaims any obligation to update or revise any forward-looking statements if


Jun 24, 2009 12:04AM

Jun 24, 2009 10:20AM
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