Solvista Gold Corporation

Solvista Gold Corporation

April 27, 2011 20:53 ET

Alpha One Corporation Completes Qualifying Transaction Involving Solvista Gold Corporation

TORONTO, ONTARIO--(Marketwire - April 27, 2011) - Further to its press releases dated March 9, and April 5, 2011, Alpha One Corporation ("Alpha One") is pleased to announce that it has completed the previously announced amalgamation (the "Amalgamation") with Solvista Gold Corporation ("SGC") effective today, and shall continue as one corporation named Solvista Gold Corporation ("Solvista").

The Amalgamation constitutes Alpha One's "Qualifying Transaction" as defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual, and remains subject to TSXV final approval.

At the respective shareholder meetings held today, the shareholders of each of Alpha One and SGC voted strongly in favour of the Amalgamation. Following the receipt of such shareholder approvals, the outstanding SGC subscription receipts which were issued in connection with the previously announced financing completed by SGC in three tranches on January 26, February 10 and February 11, 2011 (the "Financing") were converted into units (the "Units") of SGC. Each Unit consisted of one common share and one-half of one common share purchase warrant (a "Warrant") of SGC. Each whole Warrant entitled the holder thereof to purchase one common share of SGC at a price of $1.10 at any time prior to April 27, 2013.

The net proceeds from the Financing, which were held in escrow until the issuance of the Units, were released today to SGC and the Agents (as defined below). It is intended that the proceeds raised pursuant to the Financing will be used by Solvista for the exploration of the Caramanta property and the Guadalupe property and for general working capital, as disclosed in the joint information circular of Alpha One and SGC dated March 22, 2011.

In connection with the brokered portion of the Financing (the "Brokered Private Placement"), Stonecap Securities Inc. ("Stonecap") was engaged by SGC 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 SGC on January 26, 2011, SGC paid 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 paid today. In addition the Agents received compensation options ("Compensation Options") entitling them to subscribe for 1,004,289 common shares of SGC, being seven percent (7%) of the aggregate number of subscription receipts sold pursuant to the Brokered Private Placement. Each such Compensation Option entitled the holder to purchase one common share of SGC at an exercise price of $0.75 per common share until April 27, 2013. In addition, SGC issued today to other finders associated with the Financing an aggregate of 187,943 common shares and 187,943 Compensation Options.

Following the issuance of common shares and Warrants by SGC upon conversion of the outstanding subscription receipts, articles of amalgamation were filed whereby Alpha One and SGC amalgamated to form Solvista, all pursuant to the terms of a pre-amalgamation agreement between Alpha One and SGC dated March 22, 2011.

Pursuant to the Amalgamation, each outstanding security of Alpha One was exchanged for an equivalent security of Solvista on the basis of one (1) Alpha One security for 0.470588 of one (1) equivalent Solvista security, and each outstanding security of SGC was exchanged for an equivalent security of Solvista on the basis of one (1) SGC security for one (1) equivalent Solvista security. Accordingly, shareholders of Alpha One were issued 1,599,991 common shares of Solvista and stock options to acquire 159,998 common shares of Solvista, and shareholders of SGC were issued 48,187,943 common shares of Solvista, Warrants to acquire 9,999,990 common shares of Solvista, Compensation Options to acquire 1,192,232 common shares of Solvista, and stock options to acquire 2,800,000 common shares of Solvista.

The board of directors of Solvista is comprised of the following eight individuals: Gerald P. McCarvill, G. Edmund King, Ruben Shiffman, Donald H. Christie, Gary Barket, Roger Easterday, Andres Restrepo Isaza and Michael Johnson. The officers of Solvista 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).

Alpha One would like to thank its outgoing directors Miles Nagamatsu, Peter Hooper, and Robert Fung for their valuable and dedicated service to the company.

Solvista expects to obtain final TSXV approval of the Amalgamation and that the common shares of Solvista will commence trading on the TSXV under the symbol "SVV" in early May, 2011.

Bullet Holding Corporation, a company controlled by Robert W. Allen, held 13,924,531 common shares of SGC prior to the Amalgamation, and accordingly acquired 13,924,531 shares of Solvista pursuant to the Amalgamation representing approximately 28% of Solvista's outstanding shares. Bullet Holding Corporation originally acquired the common shares of SGC in consideration for the acquisition by SGC of the rights to explore the Caramanta property and the Guadalupe property, and in consideration for debt. Robert W. Allen beneficially holds the common shares of Solvista for investment purposes and may, from time to time, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over such common shares or other securities of Solvista, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. For the purposes of National Instrument 62-103 early warning reporting, Mr. Allen's address is Carerra 32, 12A- 11, Medellin, Antioquia, Colombia, and a copy of the applicable early warning report can be obtained from counsel to Solvista, Peterson Law Professional Corporation, Attention Dennis Peterson at (416) 777-6772, or under Solvista's profile on SEDAR at www.sedar.com.

About Solvista:

Solvista is engaged in the business of mineral exploration in Colombia, South America. Its objective is to locate and develop properties of merit. Solvista currently holds rights to explore and develop two precious and base metal exploration properties in Colombia totalling approximately 75,000 hectares, namely the Caramanta Project and the Guadalupe Project, which are Solvista's primary focus. For further information on the Caramanta Project or the Guadalupe Project, please refer to the Canadian Securities Administrators National Instrument 43-101 compliant technical reports for each of the two projects, both of which can be found under Solvista's profile on SEDAR at www.sedar.com.

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, Solvista's objectives, goals or future plans, the receipt of requisite TSXV final approval with respect to the Amalgamation, and the listing of Solvista's common shares on the TSXV and the timing thereof. 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 Alpha One's public documents filed on SEDAR. Although Alpha One 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. Alpha One 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 the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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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