Rockcliff Resources Inc.

Rockcliff Resources Inc.
Solvista Gold Corporation

Solvista Gold Corporation

March 30, 2015 10:53 ET

Solvista Gold Corporation and Rockcliff Resources Inc. Enter Into Letter of Intent Regarding Proposed Merger

TORONTO, ONTARIO--(Marketwired - March 30, 2015) - Solvista Gold Corporation (TSX VENTURE:SVV)(OTCQX:SVVZF) ("Solvista") and Rockcliff Resources Inc. (TSX VENTURE:RCR) ("Rockcliff") are pleased to announce that they have entered into a letter of intent (the "LOI") which sets out the principal terms upon which it is proposed that the two corporations will complete a business combination (the "Merger"). The Merger will be effected on the basis of 0.9 of a Solvista share for each 1.0 Rockcliff share representing a premium to Rockcliff shareholders of approximately 20% based on the last closing prices of Solvista shares and Rockcliff shares. Solvista will issue 35,171,701 shares to acquire the issued and outstanding shares of Rockcliff. Each issued and outstanding security of Rockcliff will be exchanged for 0.9 of an equivalent security of Solvista. At the conclusion of the Merger, the existing Solvista shareholders will hold approximately 66.5% of the outstanding shares of the combined entity and the existing shareholders of Rockcliff will hold approximately 33.5% of the outstanding shares of the combined entity on an undiluted basis. It is anticipated that the combined entity will continue to be named "Solvista Gold Corporation" and will maintain its listing on the TSX Venture Exchange ("TSXV") and the OTC Bulletin Board ("OTCBB") under the tickers symbol "SVV" and "SVVZF", respectively. Currently, Rockcliff has 39,079,668 common shares issued and outstanding and Solvista has 69,729,318 common shares issued and outstanding. The combined entity will have an aggregate total of 104,901,019 common shares issued and outstanding upon closing of the Merger and prior to the settlement of certain current liabilities of Rockcliff as discussed elsewhere in this News Release.

Reasons for the Merger

The Merger has been initiated to combine Rockcliff's Snow Lake Project (as described below) with the working capital of Solvista to create a strong, well-funded exploration company with an experienced management team to enhance shareholder value for both companies. The combined entity will be well-positioned in Manitoba, a stable mining-friendly jurisdiction, to advance the Snow Lake Project.

Rockcliff President and C.E.O., Ken Lapierre, stated, "The Board and Management of Rockcliff unanimously support the planned merger between our two Companies. The new Solvista will be well funded and well managed by a dynamic Board with an excellent track record and long history of success. The outstanding technical and financial team will perfectly augment Rockcliff's exceptional property portfolio with high grade copper deposits in Manitoba and Solvista's prolific flagship Caramanta copper-gold property in Colombia where IAMGOLD has an option to earn up to a 70% interest in the property. The new Solvista will focus on systematically advancing its Manitoba high grade copper assets through a diligent priority process focussing on its best assets that can generate exciting news in the coming months with a view to long term success to transition the Company from an explorer to a mine finder. We believe that this Merger will provide the best opportunity for Rockcliff shareholders to participate in the long term value and advancement of our assets which we have worked so hard to advance through very trying market conditions over the last few years."

Solvista President and C.E.O., Bruce Durham, stated, "This is a classic business amalgamation that combines management, directors, projects and capital at a low point in the cycle. We think the amalgamation will begin to benefit the shareholders of both companies immediately as well and even more so in the long term. While IAMGOLD continues under our option agreement on the Caramanta project we are free to leverage our capital and management into this unique opportunity in northern Manitoba. We have been patiently searching for an acquisition or merger opportunity since completing the IAMGOLD option more than a year ago. There is no doubt Ken and his team have put together a package of properties that any serious explorer would envy. The projects all host significant mineralization and several have at least historic resources outlined already. Talbot in particular, a 2003 discovery by HudBay, was only acquired by Rockcliff last year and has not been drilled since being acquired. It boasts a historic resource by HudBay, remains open to expansion, has proximal untested targets as well as indications of mineralization on other parts of the property. It is already a high grade copper zinc gold silver deposit and we feel that it could be just a few holes short of becoming a very significant larger deposit. This transaction gives our shareholders significant exposure in a world class base and precious metal belt. The recent Fraser Institute annual survey of mining jurisdictions ranks Manitoba number 4 in the world. Manitoba has it all; great exploration potential, certainty of title, excellent access and infrastructure, MEAP grants and super flow-through. Jurisdiction is always a key element in capital allocation for mineral exploration projects and that is especially important these days. I have known Ken for more than 30 years, we are both successful explorers and we want to find more mines. We are excited to get to work together and make this a successful business venture for all of our shareholders".

Structure of the Merger

It is anticipated that the Merger will be effected by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) (the "OBCA"), pursuant to which Rockcliff (a corporation formed under the OBCA) will amalgamate with a newly-incorporated, wholly-owned OBCA formed subsidiary of Solvista, to be become a wholly-owned subsidiary of Solvista.

Under the terms of the Merger:

  1. all of the common shares of Rockcliff (the "Rockcliff Shares") outstanding will be exchanged for common shares of Solvista (the "Solvista Shares") at the ratio of 0.9 of a Solvista Share for each one (1) Rockcliff Share (the "Exchange Ratio");
  2. each of the outstanding convertible securities of Rockcliff will be converted into securities of Solvista on the same terms and conditions after adjustment for the Exchange Ratio;
  3. the accounts payable to insiders of Rockcliff are to be capped at $362,500 (including the release of $84,000 of debt by one insider) and will be settled on closing through the payment by Solvista of $180,000 in cash and the issuance of 3,300,000 Solvista Shares; and
  4. Solvista shall maintain its listing on the TSXV and the OTCBB.

In connection with the Merger, Solvista shall also provide a bridge loan to Rockcliff within 30 days of the date the parties enter into the Amalgamation Agreement, in the principal amount of no less than Cdn$186,200 and up to Cdn$200,000 with interest calculated and payable monthly in arrears at an annual rate of prime plus 8%. Such loan shall be advanced on a drawdown basis to be applied to payables as determined by Solvista and evidenced by invoices provided by Rockcliff to Solvista, with such expenses to be paid by Solvista on behalf of Rockcliff. The loan shall have a term of 120 days and shall be secured against Rockcliff's Rail Property located in the Snow Lake District in Manitoba.

The Merger will be submitted to the shareholders of Rockcliff (the "Rockcliff Shareholders") for consideration and approval by special resolution and a simple majority resolution of the minority shareholders of Rockcliff at the annual and special meeting to be convened by Rockcliff on June 10, 2015 (the "Rockcliff Meeting"). The currently scheduled Annual and Special Meeting of Rockcliff for April 30, 2015 will be cancelled.

The transaction terms outlined in the LOI are expected to be superseded by a definitive agreement (the "Definitive Agreement"). The Merger is subject to regulatory approval, including the approval of the TSXV, and standard closing conditions, including the approval of the Merger by the directors of each of Rockcliff and Solvista, and the Rockcliff Shareholders, and completion of due diligence investigations to the satisfaction of each of the parties, as well as the conditions described elsewhere in this News Release. The legal structure for the Merger may change after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.

Each party will pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) in connection with the Merger, including expenses related to the preparation, execution and delivery of the LOI, the Definitive Agreement and such other required documents.

The Definitive Agreement will include a standard superior proposal out for Rockcliff with Solvista having the right to match any superior offer. It is anticipated that the Definitive Agreement will be signed on or before April 15, 2015.

Board of Directors and Management of the Combined Entity

Under the terms of the LOI, Rockcliff will be entitled to appoint two (2) directors to the board of directors of Solvista, who will be Ken Lapierre and Bill Johnstone. The remaining directors of Solvista on a post-Merger basis will be Gerald McCarvill, Bruce Durham, Donald Christie, G. Edmund King, Miller O'Prey and Roger Easterday. Ken Lapierre, the President and Chief Executive Officer of Rockcliff, will be appointed President and Chief Executive Officer of Solvista on closing of the Merger.

Following are the backgrounds of the proposed Rockcliff nominees to the board of Solvista:

Ken Lapierre, President, Chief Executive Officer and a Director

Kenneth J. Lapierre, P.Geo., is a Professional Geologist and a member of the Association of Professional Geoscientists of Ontario, who graduated from the University of Western Ontario in 1983. He is the founder and has been the President & CEO of Rockcliff Resources Inc. since its inception in 2005. Prior to that Mr. Lapierre held management positions as President & CEO of JML Resources (2001-2006) and Vice President of Exploration with Mustang Minerals Corp. (1996-2006), Findore Minerals Inc. (1987-1995) and Tyranex Gold Inc. (1986-1989). Mr. Lapierre has over 30 years' experience in exploration, discovery, production and mining in base and precious metals across North and South America.

William R. Johnstone, Director

William R. Johnstone has been a partner at Gardiner Roberts LLP since February of 2005 practicing in the areas of securities and corporate law. Mr. Johnstone is the Practice Leader of the firm's Securities Law Group. Prior to that, Mr. Johnstone was the proprietor of Johnstone & Company, a boutique corporate and securities law firm, for twelve (12) years. Mr. Johnstone has been practicing law for thirty (30) years. Mr. Johnstone is also a director and/or officer of five (5) TSXV listed companies (including Rockcliff) and two (2) Canadian Securities Exchange listed companies.

Rockcliff's Snow Lake Project

Talbot Property

Rockcliff is earning a 51% interest in the Talbot Property, totalling 4,458 hectares in size, from Hudson Bay Exploration and Development Company Limited ("HBED"), a wholly-owned subsidiary of Hudbay Minerals Inc. ("HudBay") by spending $6M over 6 years. The property is located in Manitoba, Canada 35 km west of Rockcliff's Tower Property and host the Talbot Deposit.

The following historical mineral resource estimate for the Talbot Deposit is tabulated below and was documented by HudBay in 2008.

Talbot 1,434,000 3.4 2.9 58.4 1.9

*Although the historical resource is viewed as reliable and relevant based on the information and methods used at the time they do not satisfy the requirements set out by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Neither Rockcliff nor its Qualified Persons have done sufficient work to classify the historical estimate as current mineral resources and Rockcliff is not treating the historical estimate as current mineral resources. The historical estimate should not be relied upon.

The Talbot Deposit is defined as a volcanogenic massive sulphide (VMS) deposit, a stratabound accumulation of sulphide minerals that precipitated at or near the seafloor in association with contemporaneous volcanism. The depositional environment is similar to that of present and past producing base metal deposits of felsic to mafic volcanic and volcaniclastic rocks in the Flin Flon - Snow Lake greenstone belt. Three lenses outline the Talbot Deposit and mineralization tops at 150m vertical and consists generally of coarse-grained disseminated to massive sulphides of pyrite, chalcopyrite, sphalerite, and pyrrhotite in a quartzofeldspathic gneiss.

The deposit is located proximal to numerous untested pulse and bore hole geophysical anomalies. These "high priority drill targets" have similar geophysical similarities as the Talbot Deposit's geophysics.

Potential expansion of the Talbot deposit and additional copper discoveries proximal to the deposit is considered excellent.

Rockcliff is pleased to report that its winter surface geophysical (DPEM) program at the Talbot Property is nearing completion. The first phase program focused on historical geophysical anomalies centered around the high grade Talbot Deposit. Additional geophysics concentrated north of the deposit where two (2) historical drill holes intersected multiple highly anomalous copper lenses coincident with an airborne VTEM anomaly. A total of over 40 line km of DPEM geophysics have been completed to date. Expected interpretive results are anticipated in the next 4-6 weeks.

Rockcliff has now applied for a summer drill permit based on preliminary findings of the present survey. A diamond drill program is planned at Talbot after winter breakup.

Rockcliff is also pleased to report that after the completion of the geophysical program, the first year's expenditure requirement on the Talbot property will be satisfied.

Rail Property

Rockcliff owns a 100% interest in the Rail Property which is subject to a 2% Net Smelter Returns Royalty to HBED. A NI 43-101 Mineral Resource Statement from the report entitled "Mineral Resource Evaluation, Rail Polymetallic Sulphide Deposit, Snow Lake, Manitoba" dated December 19, 2010 prepared by Sébastian Bernier, M. Sc., P. Geo. and Dominic Chartier, P. Geo. on behalf of SRK Consulting (Canada) Inc. is tabulated below.

Rail Deposit NI 43-101 Mineral Resource Statement*

Resource Quantity Grade Contained
Category (tonnes) Cu (%) Zn (%) Au (g/t) Ag (g/t) Cu (pounds)
Indicated 822,000 3.04 0.90 0.66 9.25 55,090,000

* Reported at a cut-off grade of 2.0 percent copper. Cut-off grade is based on copper price of US$3.00 per pound and a metallurgical recovery of eighty percent, without considering revenues from other metals. All figures rounded to reflect the relative accuracy of the estimates. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

The Rail Property is located approximately 40 km WSW of Snow Lake, Manitoba, covers approximately 2,000 hectares and lies within the Flin Flon-Snow Lake greenstone belt. The property hosts a near-surface, volcanogenic massive sulphide (VMS) lens known as the Rail Deposit. The deposit remains open in all directions. The deposit is interpreted as a stratabound, massive sulphide deposit rich in copper, zinc, silver and gold. The deposit is associated with a five (5) km long conductive VMS horizon of juvenile arc assemblage rocks. Juvenile arc assemblage rocks presently host all of the mined VMS deposits in the Flin Flon and Snow Lake camps.

Numerous additional underexplored and untested geophysical pulse and bore hole anomalies, similar in appearance to the Rail Deposit geophysics, are associated along the conductive horizon and are rated as "high priority drill targets".

Potential expansion of the deposit and additional discoveries along the conductive horizon is considered excellent.

Tower Property

Rockcliff owns a 70% interest in the Tower Property (remaining 30% owned by Pure Nickel Inc.), which totals 9530 hectares and is located approximately 120km south southeast of Snow Lake, Manitoba. The property hosts the T-1 Deposit. A NI 43-101 Mineral Resource Statement in the report entitled "Independent Technical Report, Tower Property, Grand Rapids, Manitoba, Rockcliff Resources Inc." dated January 20, 2013 prepared by Zsuzsanna Magyarosi, Ph.D., P. Geo., Julie Selway, Ph. D, P. Geo., Jason Baker, B. Eng., P. Eng. and Julie Palich, M. Sc., P. Geo. of Caracle Creek International Consulting Inc. is tabulated below.

NI 43-101 Mineral Resource Statement, T-1 Deposit, Manitoba

Resource Category Tonnes Cu (%) Zn (%) Ag (g/t) Au (g/t) Contained Pounds-Cu
Indicated 1,084,186 3.73 1.05 17.28 0.55 88,968,303
Inferred 1,253,522 2.00 1.02 9.78 0.27 55,154,968


  1. CIM definitions were followed for the estimation of mineral resources.
  2. Mineral resources are estimated at a Cu cut-off of 0.5%.
  3. Cut-off grade was based on a copper price of US$3.63 per pound.
  4. Given the tonnage, grade and orientation of the deposit, Caracle Creek considers the T-1 Copper Deposit to be reasonably amenable to extraction using underground mining methods.
  5. Specific Gravity measurements were taken on a portion of the samples and where actual measurements were not available an average of 3.00 was used.
  6. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

The T-1 Deposit is a remobilized, single, vertical dipping, high grade, copper-rich lens that is located immediately below a 100m thick layer of Paleozoic limestone cover. It consists of stringers and massive sulphide lenses of chalcopyrite, pyrite, pyrrhotite and sphalerite. Drilling has intersected the deposit over a strike length of 800m and to a vertical depth of up to 600m. The deposit mineralization remains open at depth where surface (DPEM) and bore hole geophysics have indicated a continuation of the sulphide conductivity beyond the limits of the resource. The deposit is associated with a 12km long arcuate trending copper horizon hosting a second zone of copper mineralization (T-2 Copper Zone) and several additional conductive targets worthy of follow up exploration.

Lon-Dickstone North Properties

Rockcliff owns a 100% interest in the Lon-Dickstone North Properties, totalling approximately 9,500 hectares and located 30 km west of Snow Lake, Manitoba. The properties lie within the Flin Flon-Snow Lake greenstone belt and host prospective juvenile arc rocks along a 15-25 km strike length. The Lon Deposit (subject to a 1/2% Net Smelter Returns Royalty) and numerous additional untested targets lie along this "juvenile arc horizon".

The following historical mineral resource estimate for the Lon Deposit is tabulated below and was documented by Granges Inc. in 1993.

Lon 250,000 3.20 5.20 18.8 0.34

*Although the resource is viewed as reliable and relevant based on the information and methods used at the time, they do not satisfy the requirements set out by NI 43-101. Neither Rockcliff nor its Qualified Persons have done sufficient work to classify the historical estimate as a current mineral resource and Rockcliff is not treating the historical estimate as a current mineral resource. The historical estimate should not be relied upon.

The Lon Deposit is classified as a stratabound, massive sulphide deposit and consists of two massive sulphide lenses of pyrrhotite, pyrite, chalcopyrite and sphalerite. The mineralized zones have strike lengths between 50-200 metres, plunge extents of at least 600 metres and range up to 3.9 metres wide. Excellent potential remains to increase the resource of the deposit along strike and at depth and identify additional mineralization associated with untested pulse and bore hole anomalies proximal to the deposit.

Additional surface areas on the property associated with juvenile arc rocks and prospective for VMS mineralization have been identified along strike of the Lon Deposit. They include for example, surface grab samples of 3.64% and 6.12% zinc (DC zone); located 0.5 km and 7.0 km respectively from the deposit. Excellent potential remains to find additional copper bearing mineralization throughout the property.

Other Properties

Freebeth Property

Rockcliff owns a 100% interest in the Freebeth property totalling 7400 hectares and located approximately 40 km south of Snow Lake, Manitoba. HudBay is presently earning a "buy back interest" of 55% in the property by paying $170,000 cash (completed) and completing $1.8M in exploration by May, 2016.

The property hosts two (2) known copper rich zones within favourable juvenile host rocks and numerous additional untested geophysical pulse anomalies. The property surrounds the former Spruce Pont Mine and is located approximately 10km east of the Reed Copper Mine operated by HudBay Minerals.

Jackfish Property

Rockcliff owns a 100% interest in the Jackfish property subject to a 3% Net Smelter Returns Royalty. The property totals 3,712 hectares and is located approximately 30 km south of Snow Lake. The property hosts a underexplored low grade copper zone worthy of additional drilling.

Tramping Property

Rockcliff owns a 100% interest in the Tramping property totalling 904 hectares. The property is located approximately 15km south of Snow Lake, Manitoba and 7 km south of HudBay's Lalor Mine. The property hosts favourable juvenile arc rocks associated with a coincident, untested, mag and pulse (EM) anomaly.

Other Conditions to Merger

Completion of the Merger is subject to a number of conditions, including, but not limited to, TSXV acceptance. Where applicable, the Merger cannot close until the required Rockcliff Shareholder approval is obtained. There can be no assurance that the Merger will be completed as proposed, or at all. Other conditions to completion of the Merger include, but are not limited to: (a) negotiation and execution of a Definitive Agreement in respect of the Merger; (b) preparation and filing of a disclosure document outlining the definitive terms of the Merger in accordance with the rules of the TSXV and applicable securities law; (c) receipt of all requisite approvals from Rockcliff Shareholders, regulatory authorities (including the TSXV) and third parties, if applicable, relating to the Merger; (d) no material adverse change prior to completion of the Merger; (e) the representations and warranties being true and correct in all material respects as of the closing of the Merger; (f) receipt of legal opinions in relation to the Merger; (g) there being no debts or amounts owing to certain insiders and other non-arm's length persons, other than for expenses incurred in the ordinary course; (h) no legal proceeding, regulatory action, inquiry or investigation as at the closing of the Merger which may have a material adverse effect; (i) no prohibition at law against the Merger; (j) compliance with the terms of the LOI; and (k) no material breach of the covenants contained in the Merger documents.

Solvista Gold Corporation

Solvista is a gold exploration company with two projects, Caramanta and Guadalupe located in Colombia, South America. These two projects cover approximately 44,000 hectares in the Antioquia province of Colombia, a region rich in historic gold mining tradition and where several new gold discoveries have recently been made. Solvista's key Colombian project, Caramanta is the subject of a significant option agreement with IAMGOLD Corporation as described in a press release dated December 13, 2013. Further information on the agreement is available on SERAR and on the company's website. Solvista is well funded and has completed initial drill programs at both its projects, with the discovery of significant mineralization at both. Solvista's head office is located in Toronto, Canada. For further details on Solvista, its management team and its projects, please refer to Solvista's website (

Bruce Durham, P.Geo., President and CEO of Solvista Gold Corporation, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has reviewed and approved the technical information in this press release relating to Solvista.

Ken Lapierre, P.Geo., President and CEO of Rockcliff Resources Inc., a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has reviewed and approved the technical information in this press release relating to Rockcliff.

Rockcliff Resources Inc.

Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and resource growth of its high-quality mineral properties at its Snow Lake Project. Rockcliff presently controls the Snow Lake Project in central Manitoba, totalling in excess of 350 km2. The project includes two (2) VMS high grade copper rich NI 43-101 Resources (T-1, Rail), two (2) historic high grade VMS copper deposits (Lon and Talbot), the T-2 Copper Zone (Tower), numerous untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North). Rockcliff also owns a zinc-silver rich NI 43-101 Resource (Shihan) in Ontario. For more information, please visit our website at

This Press Release should not be considered a comprehensive summary of the Merger. Additional information will be disseminated at a future date. Completion of the Merger is subject to a number of conditions including, but not limited to, TSXV approval. The Merger cannot close until the required shareholder approval is obtained. There can be no assurance that the Merger will 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 Merger, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

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.

Cautionary Note Regarding Forward-Looking Statements: This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, future plans and objectives of Solvista and Rockcliff, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Solvista's and Rockcliff's expectations are the risks detailed herein and from time to time in the filings made by Solvista and Rockcliff with securities regulators including the following: (i) Neither Solvista nor Rockcliff have a history of profit; (ii) investment in the common shares of either Solvista or Rockcliff is highly speculative given the nature of each company's business and their present stages of development; (iii) the negotiations for the Merger may not advance, and even if they do, it may not be possible to enter into definitive documentation on satisfactory terms and close the transaction on the terms described herein or at all; (iv) some of the directors and officers of Solvista and Rockcliff will only devote a portion of their time to the business and affairs of the proposed merged entity and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; (v) there can be no assurance that an active and liquid market for the combined entity's common shares will develop and an investor may find it difficult to resell its common shares; and, (vi) those risks set out in the public documents of both Solvista and Rockcliff filed on SEDAR. This list is not exhaustive of the factors that may affect any of Solvista's and Rockcliff's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on either Solvista's or Rockcliff's forward-looking statements. Although Solvista and Rockcliff believe 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 and Rockcliff disclaim 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 applicable law.

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