Alpha One Corporation

November 26, 2010 15:43 ET

Alpha One Corporation Announces Reverse Take-Over

TORONTO, ONTARIO--(Marketwire - Nov. 26, 2010) - Alpha One Corporation ("Alpha One") (TSX VENTURE:AOC.H) is pleased to announce that it has entered into a letter of intent dated November 22, 2010 with Solvista Gold Corporation ("Solvista"), an arm's length Ontario based gold exploration company with two properties in Colombia, South America, pursuant to which a subsidiary of Alpha One will amalgamate with Solvista to further develop the properties of Solvista. It is proposed that the shareholders of Solvista will receive common shares in the capital of the amalgamated entity (the "Resulting Issuer") on the basis of one share of the Resulting Issuer for each share of Solvista and the shareholders of Alpha One will receive 0.47 shares of the Resulting Issuer for each share of Alpha One. The current shareholders of Alpha One will own approximately 1,600,000 shares representing 5% of the outstanding shares of the Resulting Issuer and the shareholders of Solvista will own approximately 28,000,000 shares representing 95% of the outstanding shares of the Resulting Issuer. This transaction is based on a deemed valuation of the Resulting Issuer of Cdn. $22,200,000 at a price of Cdn. $0.75 per share post amalgamation based on the issue price pursuant to a proposed brokered private placement to be completed as part of the amalgamation. The Resulting Issuer will continue operations under the name Solvista Gold Corporation.

Solvista is a privately owned, Ontario based, gold exploration company formed in July, 2010. Solvista is jointly owned by 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 policies of the TSX Venture Exchange. Bullet is a private company controlled by Robert Allen of Medellin, Colombia, which is the major shareholder of Colombian based gold exploration company Continental Gold Limited. Pursuant to an agreement dated June 9, 2010 between Bullet and Norvista, 100% of the title to two Colombian based gold exploration properties has been purchased by Solvista from Bullet.

The Bullet properties acquired by Solvista are referred to as the Caramanta and Guadalupe projects. 

The Caramanta project is located 120 kilometres south of Medellin. Infrastructure is excellent with paved roads, water and power readily available. Caramanta property concessions either granted to-date or in the process of being granted by the Colombian mining regulator aggregate to approximately 34,108 acres with applications to-date filed for additional property concessions totaling approximately 117,297 acres. The project covers the area between the Quebradona deposit to the north and the deposits of the greater Marmato district to the south. This area has not had the benefit of a systematic exploration program using modern techniques.

A reconnaissance style exploration and sampling program completed over a portion of the project area by Grupo de Bullet S.A ("Grupo de Bullet") has identified seven target areas thought to warrant follow up work based on the identification of alteration and related sulphide mineralization, visible gold in pan concentrates and artisanal workings.

The Caramanta Project is located along a portion of the Cauca-Patia Depression which separates the Central and Western Cordilleras of Colombia and includes the complex Cauca-Romeral fault zone. The Cauca-Romeral fault zone hosts numerous hypabyssal porphyry intrusions of dioritic to granodioritic composition, related to the area's gold mineralization. The project is thought to be prospective for porphyry Au and epithermal style Au-Ag mineralization.

The Guadalupe project is located 110 kilometres north of Medellin and it also benefits from access to excellent infrastructure. Property concessions granted to-date or in the process total approximately 40,613 acres with applications filed to-date equaling approximately 115,966 acres in a large land package in the Department of Antioquia located along the contact between the Cretaceous-aged, sub-alkalic Antioquia Batholith to the south and San Pablo Formation, a mixed series of metamorphic, sedimentary and volcanic rocks ranging from Paleozoic through to Cretaceous age, in the north. Management of Solvista deems the Guadalupe Project to be prospective for both intrusion related gold deposits and mesothermal vein-style deposits. This area has not had the benefit of a systematic exploration program using modern techniques. A property wide prospecting program designed to rapidly identify target areas with the potential for near surface gold and/or copper deposits was undertaken by Grupo de Bullet in 2009. Based on the results of rock and float samples, Grupo de Bullet identified three principal targets areas for follow up work.

Completion of the transaction is conditional upon, among other things, receipt of all required regulatory and shareholder approvals, the negotiation and execution of definitive documentation and the completion of a financing to raise gross proceeds of at least Cdn. $5,000,000. Terms of this financing are currently being negotiated by Solvista with a syndicate of Canadian and Colombian investment dealers.

The Resulting Issuer will have a board of directors comprised of seven members. Norvista will choose three nominees, Bullet will choose three nominees and Alpha One will have one nominee.

A detailed press release regarding this transaction will be issued when the foregoing and additional details are settled.

Completion of the transaction is subject is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction can be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular to be prepared in connection with the transaction, any information released or received with respect to the reverse take-over may not be accurate or complete and should not be relied upon. 

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

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.

Forward-Looking Statements

This News Release includes certain "forward-looking statements". These statements are based on information currently available to Alpha One and Alpha One provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe Alpha One's future plans, objectives or goals, including words to the effect that Alpha One or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of Alpha One's mineral properties, and Alpha One's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of Alpha One; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of Alpha One's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Alpha One's forward-looking statements. Alpha One does not undertake to update any forward-looking statement that may be made from time to time by Alpha One or on its behalf, except in accordance with applicable securities laws.

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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