Acquisition

Nevoro has acquired all of the issued and outstanding shares of Sheffield Resources Ltd. by issuing 0.8 shares for each of Sheffield's 35,422,497 shares outstanding.

Holders of Sheffield common share purchase warrants, in accordance with the terms of such warrants, in lieu of Sheffield’s shares, will receive upon the subsequent exercise of Sheffield Warrants, 0.80 of one Nevoro Share.

Each holder of an outstanding Sheffield stock option will receive such number of Nevoro options, to acquire one Nevoro common share, equal to the product of: (i) the number of Sheffield options held immediately before the closing of the Arrangement, and (ii) 0.80. The exercise price per Nevoro share shall be an amount equal to the quotient of (A) the exercise price per Nevoro Share subject to such Sheffield option immediately before closing divided by (B) 0.80