Alpha One Corporation

March 09, 2011 17:17 ET

Alpha One Corporation Announces Completion of Concurrent Financing in Connection With Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - March 9, 2011) - Alpha One Corporation (the "Corporation" or "Alpha") (TSX VENTURE:AOC.H), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange Inc. (the "Exchange")), is pleased to announce that, further to its press release dated November 26, 2010, Solvista Gold Corporation ("Solvista") has completed its concurrent financing in connection with its proposed amalgamation with the Corporation (the "Amalgamation"). Subject to the approval of the Exchange, the Amalgamation will constitute the Corporation's "Qualifying Transaction", as defined in the CPC Policy.


Solvista completed a private placement on both a brokered and non-brokered basis (the "Financing") of 20,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt for gross proceeds of $15,000,000. The Financing was completed in three tranches on January 26, February 10 and February 11, 2011. Each Subscription Receipt will automatically convert on the satisfaction of certain release conditions (the "Release Conditions") into units (the "Units") of Solvista without any further consideration on the part of the purchaser. Such conversion is contemplated to occur just prior to effecting the Amalgamation. Each Unit consists of one common share and one-half of one common share purchase warrant (a "Warrant") of Solvista. Each whole Warrant will entitle the holder thereof to purchase one common share of Solvista at a price of $1.10 at any time prior to the date that is 24 months from the date of issuance of the Warrants.

The net proceeds from the Financing will continue to be held in escrow pending the satisfaction of the Release Conditions, whereupon the Units of Solvista will be issued to the purchasers and the net proceeds of the Financing will be paid to Solvista. In the event the Amalgamation does not occur on or before April 29, 2011, the gross proceeds of the Financing shall be returned to the purchasers pro rata without any deduction or interest and the Subscription Receipts that have not been previously exercised shall be automatically cancelled.

In connection with the brokered portion of the Financing (the "Brokered Private Placement"), Stonecap Securities Inc. ("Stonecap") was engaged by Solvista to act as lead agent for the Brokered Private Placement. Stonecap led a syndicate of agents which included Fox Collins Securities Inc., Mackie Research Capital Corporation and Haywood Securities Inc. (collectively with Stonecap, the "Agents"). Pursuant to an agency agreement entered into among the Agents and Solvista on January 26, 2011, Solvista agreed to pay to the Agents, along with the reasonable expenses of the Agents, a cash commission equal to seven percent (7%) of the gross proceeds raised in the Brokered Private Placement, of which thirty percent (30%) was paid at the closing of the Brokered Private Placement and the remaining balance being payable upon satisfaction of the Release Conditions. In addition and subject to the satisfaction of the Release Conditions, the Agents will receive compensation options ("Compensation Options") entitling them to subscribe for the number of common shares of Solvista equal to seven percent (7%) of the aggregate number of Subscription Receipts sold pursuant to the Brokered Private Placement (upon satisfaction of the Release Conditions, 1,004,289 Compensation Options will be issuable to the Agents). Each Compensation Option shall be exercisable at a price of $0.75 per common share for a period of 24 months from the date on which the Amalgamation is effected (the "Effective Date").

In addition, Solvista has also agreed to issue to other finders associated with the Financing an aggregate of 187,943 commons shares of Solvista and 187,943 compensation options upon satisfaction of the Release Conditions. Each such compensation option will entitle the holder to purchase one common share of Solvista at an exercise price of $0.75 per common share for a period of 24 months from the Effective Date.

It is intended that the proceeds raised pursuant to the Financing will be used upon completion of the Amalgamation by the resulting issuer for the exploration of the Solvista Properties (as defined below) and for general working capital.

Summary of the Proposed Qualifying Transaction

As previously announced on November 26, 2010, Alpha entered into a letter agreement made November 26, 2010 (the "Letter Agreement") setting out the general terms of the Amalgamation with Solvista, a privately held arm's length company incorporated under the Business Corporations Act (Ontario) (the "OBCA"), which operates as a mining exploration company in Colombia, South America. Subject to regulatory, shareholder, director and other approvals that may be required, the completion of satisfactory due diligence by the Corporation and other conditions which shall be set out in a definitive pre-amalgamation agreement between Alpha and Solvista, it is intended that the Corporation will amalgamate with Solvista to form a new company ("Amalco"). Following completion of the Amalgamation, it is anticipated that Amalco will be classified as a Tier 2 mining issuer.

The Amalgamation will be effected in accordance with the terms of a pre-amalgamation agreement. The security exchange ratios under the terms of the Amalgamation have been negotiated and agreed to on an arm's-length basis. Pursuant to the terms of the Amalgamation, each security of Alpha will be exchanged for an equivalent security of Amalco on the basis of (1) one Alpha security for 0.470588 of one (1) equivalent Amalco security, and each security of Solvista will be exchanged for an equivalent security of Amalco on the basis of one (1) Solvista security for one (1) equivalent Amalco security. The deemed value of each Amalco share will be $0.75, based on the price of the securities issued pursuant to the Solvista financing described above.

As at the date of this news release, Alpha has 3,400,001 common shares and 340,000 stock options issued and outstanding, and Solvista has 28,000,000 common shares, 2,800,000 stock options, 20,000,000 subscription receipts issued and outstanding, and an obligation to issue, upon satisfaction of the Release Conditions, 187,943 common shares and 187,943 compensation options exercisable into common shares to certain finders, and 1,004,289 compensation options exercisable into common shares to certain agents.

Donald H. Christie is a director and officer of both Alpha One and Solvista. Following the completion of the Amalgamation, the board of directors of Amalco will be comprised of the following eight individuals all of whom are nominees of Solvista except for Donald H. Christie who is a nominee of the Corporation: Gerald P. McCarvill, G. Edmund King, Ruben Shiffman, Donald H. Christie, Gary Barket, Roger Easterday, Andres Restrepo Isaza and Michael Johnson. The officers of Amalco will consist of Michael Johnson (President and Chief Executive Officer), Miller O'Prey (Chief Operating Officer) and Donald H. Christie (Chief Financial Officer and Corporate Secretary).

Michael Johnson

Mr. Johnson has 35 years of geological experience, including 16 years of experience in senior management positions with public mining companies. His experience ranges from grassroots exploration to mineral production. Mr. Johnson has participated in the discovery and development of mines at Mina Santa Rosa, Honduras and La Libertad, Nicaragua, as well as the significant increases in Mineral Reserves at Mina Santa Rosa, Panama; Bonanza, Nicaragua; and El Limon, Colombia. He has extensive experience in Latin America, as well as extensive capital markets experience. Mr. Johnson has previously served as a consulting geologist with Norvista Resources Corporation, a private merchant bank, and as a principal of M.D. Johnson & Associates. Mr. Johnson received his Bachelor's of Sciences degree from the University of London in 1973 and has been a certified professional geologist accredited by the American Institute of Professional Geologists since 1992. Mr. Johnson will dedicate approximately 50% of his time to Amalco.

Miller O'Prey

Miller O'Prey is a professional geologist with over 10 years of experience in precious and base metals exploration, having worked in a variety of geological and geopolitical environments. In 2005, Mr. O'Prey moved to Colombia to setup the operations of AIM listed Cambridge Mineral Resources, before moving on to Grupo de Bullet S.A. in 2008, where he oversaw initial exploration work on a number of properties including the Guadalupe Property, as well as being involved with Continental Gold Limited. In August 2010, Miller joined Solvista to manage the follow-up exploration at Guadalupe Property and the Caramanta Property as a Qualified Person within the meaning of NI 43-101. Mr. O'Prey holds a Bachelor's of Sciences degree in Geology (Honours) from Queen's University of Belfast and a Master's of Sciences degree in Mineral Exploration from the University of Leicester. Mr. O'Prey will dedicate approximately 80% of his time to Amalco.

Donald H. Christie

Donald H. Christie has been the Chief Financial Officer of Solvista since September of 2010. He is an experienced investment banking professional with a background in structured debt, off-balance sheet leasing, quasi equity investment products and merchant banking. He was a founding partner of Ollerhead Christie & Company which was responsible for deal sourcing, structuring and syndicating long-term debt instruments on behalf of the public sector and corporate clients. In the last several years Mr. Christie has been involved with publicly listed junior resource companies in the role of part-time Chief Financial Officer, director and Audit Committee Chairman. He is currently a director and Chief Executive Officer of Alpha Corporation (2004 to present) and has also served as the Chief Financial Officer of Continental Gold Limited from February, 2008 to September, 2010. He is involved in the financing of a number of early stage mineral exploration companies. Mr. Christie is a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants. He holds a Bachelor of Commerce Degree (Honours) from Queen's University (Kingston, Ontario). Mr. Christie will dedicate approximately 50% of his time to Amalco.

Gerald P. McCarvill

Gerald P. McCarvill has extensive experience in the origination and execution of private and public equity financing in both the global mining and energy sectors. His career includes more than 30 years in the financial sector holding senior positions with major investment firms including the executive committee of CIBC Wood Gundy. Mr. McCarvill is currently the Chairman and CEO of Norvista Resources Corporation which has several investments in the gold exploration sector. Mr. McCarvill was CEO of McCarvill Corporation, a diversified financial services company, which financed mining and energy companies. He helped establish Repadre Capital Corporation, a mining royalty company, now IAMGOLD Corp. (TSX), Desert Sun Mining, acquired by Yamana Gold Inc. (TSX & NYSE) and Consolidated Thompson Iron Mines Ltd. (TSX). Mr. McCarvill received his B.A. from St. Dunstan's University in Charlottetown, Prince Edward Island in 1967.

Edmund King

G. Edmund King is the Chairman of M Thirty Communications, an Internet content provider, and is a director and Chairman of The Caldwell Partners International. He is also a director of Norvista Resources Corporation and the Canadian Cardiovascular Academy. Mr. King was previously Chairman and CEO of Wood Gundy Ltd., and of CIBC Wood Gundy and Chairman of WIC Western International Communications. Mr. King is a former Director of Falconbridge Ltd., Rockwater Capital Corporation, Imax Corp and McCarvill Corporation. Mr. King is also the former Chairman of the Investment Dealers Association of Canada, The Princess Margaret Hospital, and a former director of the National Ballet of Canada, the Shaw Festival, and the Centre for Addiction and Mental Health Foundation (CAMH).

Ruben Shiffman

Dr. Ruben Shiffman was Managing Director of Emerging Markets trading foreign exchange globally at Scotia Capital in Toronto, Canada from 2005-09, and worked for Scotia in Mexico City from 1999-2002. Prior to joining Scotia in Toronto he was VP/Director for Latin America and Caribbean trading and sales at TD Securities. Dr. Shiffman has been a Director of the Securities Bureau at the Mexican Banking and Securities Commission / Ministry of Finance were he represented Mexico at the Bank for International Settlements in Basle and on the International Organization of Securities Commissions. He holds a BBA and MBA from UDLA, a Ph.D in finance from Mexico National Autonomous University (UNAM) and post-doctoral studies from the Rotman School of Management at the University of Toronto. He has been a lecturer in finance at the University of Calgary and at UNAM and holds two national research awards in Mexico (1997 IMEF & ANFECA).

Gary P. Barket

Gary P. Barket has been a director of Solvista since January, 2011. Mr. Barket is a lawyer in private practice since 1972 with an emphasis on securities and business transactions and litigation. Mr. Barket served as a Chairman and was a member of the Little Rock Port Authority Board of Directors from 1993 to 2006. Mr. Barket was admitted to the State Bar of Arkansas in 1971. He has a Doctor of Jurisprudence and B.A. (Politics) from the University of Arkansas.

Roger Easterday

Roger Easterday has been a director of Solvista since January, 2011. Mr. Easterday is a lawyer who began in private practice in 1975 with an emphasis on commercial and natural resources law, and since 2004 has been a principal in Easterday Exploration, Inc., a holder of undeveloped oil and gas leases in California. Mr. Easterday was admitted to the State Bars of Nevada and Texas. He has a Doctor of Jurisprudence from the University of Texas and B.Sc. (Physics) from the University of Missouri.

Andres Restrepo Isaza

Mr. Restrepo Isaza, a director of Solvista since January, 2011, is a resident of Bogota, Colombia, and is an entrepreneur with experience in the chemical, agricultural, and mining industries. He currently manages a company focused on clean technologies, addressing environmental challenges in the mining industry. His company also engages in mergers and acquisitions of exploration and production companies in Colombia. Mr. Restrepo Isaza received a degree in Chemical Engineering from Universidad Pontificia Bolivariana in 1982 in Medellin, Colombia and a Finance Specialization degree from Universidad EAFIT in 1985 in Medellin, Colombia.

Solvista Corporate History and Structure

Solvista is a privately owned company, incorporated under the OBCA on July 19, 2010. The registered and head office of Solvista is located at 4 King Street West, Suite 1500, Toronto, Ontario M5H 1B6.

The principal shareholders of Solvista are Norvista Resources Corporation ("Norvista") and Bullet Holding Corporation ("Bullet"). Norvista is a private company based in Toronto, Ontario which does not have any "Control Persons" under applicable TSX-V policies. Bullet is a private company controlled by Robert Allen of Medellin, Colombia. As at December 31, 2010 Norvista owned 51% of the common shares of Solvista while Bullet owned 49% of the common shares of Solvista. Norvista has since distributed a portion of its shareholdings to shareholders, officers and directors of Norvista as well as arm's-length individuals and as at the date of this news release, holds an 11.2% ownership interest in Solvista.

Upon completion of the Amalgamation, Mr. Allen will be considered an Insider of Amalco as that term is defined by the policies of the TSX-V. Mr. Allen has been the chairman and a director of Continental Gold Limited since September 2007. Mr. Allen has 40 years experience in the mining industry and has been involved in the identification, financing, and development of oil, gas, coal, and metals properties in the United States and South America for over thirty years. Mr. Allen resides in Medellín, Colombia.

Solvista Properties

Solvista is the owner of a 100% indirect interest in the mining titles comprising the Caramanta property and the Guadalupe property (the "Solivsta Properties"). The Caramanta property consists of 19 mining titles, including 11 applications, totalling approximately 60,554.4 hectares located within the Municipalities of Caramanta, Támesis, Valparaiso, and Aguadas, Departments of Antioquia and Caldas. The Guadalupe property consists of 24 mining titles, including 11 applications, totalling approximately 61,981.4 hectares located within the municipalities of Guadalupe, Gomez Plata, Amalfi, Carolina del Principe, Anori, Angostura, and Campamento in the Department of Antioquia, Colombia. Both Solvista properties Caramanta are attractive early stage exploration properties meriting a significant exploration program.

Norvista and Bullet entered into an association agreement for the exploration of mining titles in Colombia on June 9, 2010 in respect of the Solvista Properties (the "Association Agreement"). Pursuant to the Association Agreement, Norvista agreed to jointly explore, exploit and develop the Solvista Properties by paying to Bullet $1,000,000 for a 24% undivided beneficial interest in and to the mining concessions, exploration licenses and applications for concessions relating to the Solvista Properties (the "Mining Titles") conferring an exclusive right to explore and develop the mining lands covered by the Mining Titles.

In accordance with the Association Agreement, on July 19th, 2010, Norvista incorporated Solvista. In connection with the vending in of the Solvista Properties into a wholly-owned subsidiary of Solvista incorporated under the laws of Colombia ("Solvista Colombia"), Norvista made a $1,000,000 payment to Bullet for a 24% ownership stake in Solvista as described above. Over the period from July 19, 2010 to December 31, 2010 Norvista, under an earn-in option, injected an additional $1,000,000 of working capital into Solvista Colombia, the registered owner of the Mining Titles under the terms and conditions of the Association Agreement, to earn an additional 25% equity interest in Solvista. Norvista also arranged the currently proposed going public transaction for Solvista and earned an additional 2% ownership stake in Solvista as part of a second earn-in option under the Association Agreement. As described above, at the date of this news release, Bullet controls 49% of the common shares of Solvista while Norvista maintains an 11.2% ownership interest in Solvista.

Geological Reports

Two geological reports generated in accordance with National Instrument 43-101 have been prepared in respect of the Solvista Properties both prepared by Scott Wilson Roscoe Postle Associates Inc. ("Scott Wilson RPA") on December 30, 2010 (the "Technical Reports"). The Technical Reports have been filed with TSX-V for their review and updated reports are being prepared for filing with TSX-V by Scott Wilson RPA. The Solvista Properties currently do not have any reserve estimates (as that term is defined in National Instrument 43-101).

Financial Information of Solvista

Based on the draft audited financial statements of Solvista for the financial year ended December 31, 2010, Solvista had no revenue and incurred a net loss of $497,494. In addition, as at December 31, 2010, Solivsta had total assets of $4,196,828, current liabilities of $506,455, deficit of $497,494 and shareholders' equity of $3,690,373.

Approvals Required

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The Corporation has made an application to TSX-V for an exemption from sponsorship requirements, but there is no assurance that such an exemption will be granted.


Solvista's Chief Operating Officer, Miller O'Prey, P.Geo., is a "qualified person" under National Instrument 43-101 and has reviewed the technical information contained in this press release.

About Alpha One:

Alpha One is classified as a "Capital Pool Company" for the purposes of the policies of the TSX Venture Exchange. As a result, Alpha One's current business is to identify and evaluate businesses and assets with a view to completing an acquisition in accordance with the requirements of the TSX Venture Exchange. Alpha One has not conducted commercial operations other than to enter into discussions for the purpose of identifying potential acquisitions. On March 9, 2007, as a result of Alpha One failing to complete an acquisition in accordance with the requirements of the TSX Venture Exchange within the time frame prescribed by Exchange Policy 2.4, the shares of Alpha One were transferred to the NEX board of the Exchange where they remain suspended pending the closing of a Qualifying Transaction. The trading symbol of Alpha One has been changed from AOC.P to AOC.H. In addition to the transfer to NEX, Alpha One was required to cancel 1,200,000 shares held by certain non-arm's length founding shareholders of Alpha One reducing the number of Alpha One's issued and outstanding shares to 3,400,001. The Qualifying Transaction discussed above is intended to constitute an acquisition in accordance with the requirements of the TSX Venture Exchange which will allow Alpha One to amalgamate with Solvista and commence trading in good standing on the TSX Venture Exchange.

CAUTIONARY STATEMENT: This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Corporation's objectives, goals or future plans, the satisfaction of the Release Conditions, the receipt of requisite approvals with respect to the Amalgamation, and the completion of the Amalgamation. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Corporation's public documents filed on SEDAR. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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 of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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