Solvista Gold Corporation

Solvista Gold Corporation

September 08, 2015 16:51 ET

Solvista Announces Proposed Consolidation and Name Change

Solvista Announces Miller O'Prey and Roger Easterday Not to Stand for Re-Election

TORONTO, ONTARIO--(Marketwired - Sept. 8, 2015) - Solvista Gold Corporation (the "Corporation" or "Solvista") (TSX VENTURE:SVV)(OTCQX:SVVZF) announces that it is proposing to consolidate its issued and outstanding common shares (the "Common Shares") and to change the name of the Corporation from "Solvista Gold Corporation" to "Rockcliff Copper Corporation". Additional information relating to the proposed consolidation and name change is included in the management information circular of the Corporation dated September 2, 2015 (the "Circular"), which is available on the Corporation's website at and its SEDAR profile at

The Corporation mailed the Circular with respect to its annual and special meeting of shareholders (the "Shareholders") scheduled for October 14, 2015 (the "Meeting"). As part of that Meeting, Shareholders will be asked to approve a special resolution to amend the articles of the Corporation to consolidate the issued and outstanding Common Shares on the basis of up to one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares (the "Consolidation"). Shareholders will also be asked to approve a special resolution to change the name of the Corporation from "Solvista Gold Corporation" to "Rockcliff Copper Corporation", or such other name as the board of directors (the "Board") may, in its sole discretion, determine to be appropriate, subject to regulatory approval (the "Name Change").

There are currently 108,201,018 Common Shares issued and outstanding. Upon the Consolidation becoming effective, assuming it is completed on a one (1) new for five (5) old basis, it is expected there will be approximately 21,640,203 post-consolidation Common Shares in the capital of the Corporation issued and outstanding on a non-diluted basis.

The Board has concluded that the Consolidation would be in the best interests of the Shareholders as it could lead to increased interest by a wider audience of potential investors and could better position the Corporation to obtain financing and pursue acquisition opportunities. Notwithstanding the foregoing, the Board may determine not to implement the Consolidation and/or the Name Change at any time after the Meeting and after receipt of necessary regulatory approvals, but prior to the issuance of a certificate of amendment, without further action on the part of the Shareholders. If the resolution approving the Consolidation is passed by Shareholders at the Meeting, the Board shall have until the next annual meeting of Shareholders to implement the Consolidation in its sole discretion. Notwithstanding approval of the Consolidation by the Shareholders, the Board, in its sole discretion, may revoke the resolution approving the Consolidation and abandon the Consolidation without further approval, action by, or prior notice to Shareholders. The Consolidation and Name Change are subject to Shareholder and regulatory approval, including the approval of the TSX Venture Exchange.

Solvista further announces that Miller O'Prey and Roger Easterday will not stand for re-election at the Meeting. "I would like to thank both Miller and Roger for their many contributions and dedication to the Company over the past four years," stated Solvista President and Chief Executive Officer Ken Lapierre. "Miller's and Roger's vision and extensive experience in both the junior exploration markets and in Colombia has been invaluable to our organization during their board tenures and we truly appreciate their efforts. On behalf of the Company, we wish them all the very best and continued success."

About Solvista Gold Corporation

Solvista Gold Corporation is a Canadian resource exploration company focused on discovery and resource expansion of its high-quality mineral properties at its Snow Lake Project. On June 18, 2015, Solvista merged with Canadian explorer Rockcliff Resource Inc. Solvista now controls the Snow Lake Project in central Manitoba, totalling in excess of 35,000 hectares. The project includes one (1) VMS high grade copper rich NI 43-101 Resource (Rail), two (2) historic high grade VMS copper deposits (Lon and Talbot), a net smelter return royalty on the Tower Property which hosts the T-1 Copper Deposit, numerous properties with untested geophysical anomalies and several additional properties with VMS potential ((Freebeth (optioned to HudBay), Dickstone North and Tramping)). Solvista also owns a zinc-silver rich NI 43-101 Resource (Shihan) in Ontario. Solvista controls two gold projects, Caramanta and Guadalupe located in Colombia, South America. These two projects cover approximately 44,000 hectares in the Antioquia province of Colombia.

Solvista is well funded with no debt.

Cautionary Note Regarding Forward-Looking Statements: This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe Solvista's future plans, objectives or goals, including words to the effect that Solvista 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. Although these statements are based on information currently available to Solvista, Solvista provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information 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, shareholder and regulatory approval, and implementation, of the Consolidation and Name Change, Solvista's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in Solvista's public documents filed on SEDAR. Although Solvista 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. Solvista 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 or accuracy of this release.

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 or accuracy of this release.

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