Rockhaven Resources Ltd.
TSX VENTURE : RK

Rockhaven Resources Ltd.

July 14, 2015 08:45 ET

Rockhaven Triples Size of Its Flagship Klaza Project to 25,000 Hectares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 14, 2015) - Rockhaven Resources Ltd. (TSX VENTURE:RK) ("Rockhaven") is pleased to announce a major expansion of its 100%-owned and road-accessible Klaza property, located in the Dawson Range Gold Belt of southern Yukon. The land acquisition is facilitated through four separate agreements that collectively add 868 contiguous mineral claims to the property.

The Klaza property hosts a recently announced maiden inferred resource estimate that includes 7,040,000 tonnes containing 948,348 oz gold and 21,780,313 oz silver at an average grade of 4.19 g/t gold and 96.23 g/t silver using a 1.5 g/t gold cut-off (see Klaza Property Amended Technical Report dated June 19, 2015.) A fully funded 15,000 m diamond drill program is currently underway and is designed to expand the resource.

"These agreements represent a major milestone because they allow Rockhaven to acquire most of the prospective land in the Mount Nansen Gold Belt without diverting cash away from exploration," stated Matt Turner, CEO of Rockhaven Resources. "Securing a much larger land position in the district is important for both continued exploration and logistical purposes, as Rockhaven advances the Klaza deposit toward development."

The four agreements are described in the following paragraphs.

Property Exchange Agreement

A property exchange agreement was negotiated with Strategic Metals Ltd. ("Strategic"), Rockhaven's largest shareholder, pursuant to which Rockhaven has agreed to transfer five Yukon mineral properties (the Plata, Mount Hinton/Gram, Groundhog/Grayling/Cyr, Zap and Kluane/Ellias properties) to Strategic, in exchange for five of Strategic's Yukon properties (the BBB, Sked/Desk, Dade, Queen and Nor properties) as well as a $250,000 cash payment to be made to Rockhaven by Strategic.

The five properties Rockhaven will acquire from Strategic are contiguous with or proximal to Rockhaven's Klaza property, and are part of Rockhaven's land package consolidation in the area. The five properties Rockhaven is selling to Strategic have exploration potential but are well outside the Klaza area and do not form part of Rockhaven's current corporate development plans. The exchange of property packages provides both companies with longer term benefits that did not exist prior to the exchange.

As this transaction is considered a "related party transaction" pursuant to the provisions of Multilateral Instrument 61-101, it will require "minority approval" from each of Rockhaven's and Strategic's shareholders at their Annual General and Special Meetings to be held later this summer. The transaction will also require acceptance from the TSX Venture Exchange (the "Exchange").

In support of this transaction, Rockhaven appointed a special committee of independent directors to review its merits. The special committee then retained Ross Glanville & Associates Ltd. ("Glanville") to prepare a "fairness opinion" in respect of the transaction, which will be included in the Management Information Circular to be distributed to Rockhaven's shareholders in connection with its Annual General and Special Meeting, at which minority approval from Rockhaven's shareholders for the transaction will be sought. Based upon and subject to the limitations contained in the fairness opinion, and such other matters as Glanville has considered relevant, it is Glanville's opinion that, as of the date of the fairness opinion, the terms of the proposed transaction are fair from a financial point of view to Rockhaven's shareholders.

Rusk Claim Agreement

Rockhaven has signed a property purchase agreement to acquire 116 mineral claims immediately adjoining the southern boundary of the Klaza property. Rockhaven will pay the vendors $200,000 for 100% ownership of these claims. 111 of the 116 claims are subject to an underlying 1.5% net smelter return royalty interest held by a third party.

Val Claim Agreement

Subject to Exchange acceptance, Rockhaven has fully exercised an existing property option through the issuance of 118,047 Rockhaven shares to the property vendor. In addition to exercising the option, Rockhaven has purchased an underlying 1% net smelter return royalty interest from the property vendor for $10,000. Both transactions will close on Exchange acceptance and Rockhaven will hold a 100% interest in the Val claims.

Krast Claim Agreement

Rockhaven has signed a property purchase agreement with a third party to acquire 32 mineral claims immediately adjoining the eastern boundary of the Klaza property. Rockhaven will pay the vendor $50,000 for a 100% interest in the claims. There are no underlying royalties on the Krast claims.

The 2015 Klaza program is managed by Archer, Cathro & Associates (1981) Limited (Archer Cathro). Technical information in this news release has been approved by Matthew R. Dumala, P.Eng., a geological engineer with Archer Cathro and qualified person for the purpose of National Instrument 43-101.

About Rockhaven Resources Ltd.

Rockhaven Resources Ltd. is a well-funded company focused on growth through exploration of its wholly-owned projects. For additional information concerning Rockhaven Resources Ltd. or its various exploration projects please visit Rockhaven's website at www.rockhavenresources.com.

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