Solvista Gold Corporation

Solvista Gold Corporation

July 30, 2012 10:42 ET

Solvista Gold Corporation and Tolima Gold Inc. Sign Definitive Agreement to Consolidate a Portion of their Mining Properties in the Middle Cauca Gold Belt of Colombia

TORONTO, ONTARIO--(Marketwire - July 30, 2012) - Solvista Gold Corporation ("Solvista") (TSX VENTURE:SVV)(OTCQX:SVVZF) and Tolima Gold Inc. ("Tolima") (TSX VENTURE:TOM) are pleased to announce that they have entered into a definitive agreement ("the Agreement") to consolidate a portion of their properties in the Middle Cauca Gold Belt of Colombia, in accordance with a binding letter of intent dated April 29, 2012.

Under the Agreement, Solvista will acquire a 50% ownership interest in five Tolima properties in the Caramanta district (H6455005, HHVN-07 (6418), H6455B005, DI5-151 and H6170005) with an aggregate surface area of 2,365 hectares, and Tolima will acquire two Solvista properties in the same district (FGS-14002X and JIT-08301) with an aggregate surface area of 2,064 hectares, and also receive three million common shares in the capital of Solvista ("Common Shares") over a two year period: 1.8 million Common Shares at closing and 600,000 Common Shares on each of the first and the second anniversary of closing.

Solvista will have a right to withdraw from the purchase of the 50% ownership interest in the five Tolima properties until the first anniversary of closing, by returning the acquired 50% interest in the properties to Tolima. In such a case, Tolima will keep the Common Shares paid on closing and the two properties acquired from Solvista, and shall have the benefit of the exploration completed by Solvista on the returned properties.

Subject to its right of withdrawal, Solvista will fund all exploration expenditures for three years on the five Tolima properties in which it has earned an interest and will commission an independent National Instrument 43-101 compliant technical report. At the end of such term, Solvista will have the right for three months to acquire the remaining 50% interest in such five properties for a consideration consisting of one million common shares of Solvista and a payment on resources/reserves of gold equivalent, as follows:

  1. 10 USD/Oz of Inferred Resources;
  2. 20 USD/Oz of Indicated Resources;
  3. 40 USD/Oz of Measured Resources;
  4. 60 USD/Oz of Probable Reserves; and
  5. 100 USD/Oz of as Proven Reserves

Tolima has the right to elect to receive this payment in cash or Common Shares priced at a 10 day volume weighted average trading price. If this option is not exercised by Solvista, the parties will advance and develop the properties as a joint venture. The parties will continue to explore further opportunities where they can consolidate their areas of interest and maximize their exploration potential.

In addition to the above, Solvista shall have a right of first refusal in case of any disposition by Tolima of the Solvista shares paid in consideration of this transaction. On its part, Tolima will have an option to participate in any equity financings or any issuance of securities of Solvista, as to maintain its equity participation in Solvista.

The mining properties to be conveyed to Solvista are located to the west, close to Solvista's current properties in the district, while the ones to be assigned to Tolima are to the east, closer to Tolima's current properties in the district, as can be seen in the map at the following link:

Both set of properties are located within the Middle Cauca Gold Belt, a highly prospective area with potential for porphyry-related gold-copper and epithermal precious metal deposits. The area is being explored by numerous companies including AngloGold Ashanti (La Colosa), Gran Colombia Gold (Marmato), Continental Gold (Buriticá), Sunward Resources (Titiribí), Colombia Crest (Arabia) and Bellhaven Copper and Gold (La Mina).

The geology of the properties subject to this transaction includes Paleozoic metamorphic rocks and Tertiary sedimentary and volcaniclastic rocks which have been intruded by igneous rocks of different ages with the potential for two types of mineralization: porphyry-related gold-copper with minor silver content and epithermal gold-silver vein mineralization within the metamorphic, volcanic and intrusive rocks.

Miller O´Prey, President and CEO of Solvista stated, "We are very happy to have completed this strategic agreement and have Tolima as a shareholder in our company. We look forward to advancing exploration on the Tolima properties over the next twelve months and defining new drill targets to add to those already defined on the neighboring Solvista properties."

Jaime Lopez, CEO of Tolima, stated: "We are very pleased to have entered into a definitive agreement with Solvista. We are positive it will work in favor for both companies as we continue our consolidation in our target areas."

Mr. Miller O'Prey and Mr. Joaquin Buenaventura are the "qualified persons" respectively for Solvista and Tolima under NI 43-101 and have reviewed the technical information in this press release.

Information Concerning Solvista

Solvista Gold Corporation (TSX VENTURE:SVV)(OTCQX:SVVZF) is a gold exploration company with two exploration projects, Caramanta and Guadalupe. These projects cover approximately 60,000 hectares in the Antioquia province of Colombia, a region rich in historic gold mining tradition and several new gold discoveries. Solvista is well funded and plans to complete aggressive drill programs at both projects during 2012. Solvista's head office is located in Toronto with its Colombian headquarters located in Medellín. For further details on Solvista, its management team and its projects, please refer to Solvista's website ( Solvista's Canadian regulatory filings can be found on SEDAR at

Information Concerning Tolima

Tolima is a gold exploration and development company with contractual interests in gold properties in Colombia. Tolima's two material mineral properties are the Remedios Project, located in the Remedios/Segovia mining district in the Antioquia Department of Colombia, and the Marmato Project, located in the Marmato/Caramanta district in the Caldas and Antioquia Departments of Colombia. Tolima's interest in the Remedios Project also includes an underground mine in the development stage (the San Pablo Mine) and a gold processing and recovery plant located in the Remedios/Segovia district with capacity of approximately 100 tons per day. Tolima also has mining interests in the Nortol property, located in the Tolima Department of Colombia. Tolima is continuing to explore opportunities for the acquisition of additional mining interests in prospective mining districts in Colombia.

Cautionary Statements

The ownership interest in the mining properties subject to the letter of intent, as well as some of the interests in mining properties held by Tolima and Solvista are applications for concessions or mining titles held beneficially and are subject to formal assignment to such companies, which is subject to review by the relevant mining authority and to registration before the National Mining Registry of Colombia, and is also subject to current compliance with the terms of each mining property and to meeting certain legal, financial and technical criteria. There is no certainty as to if or when issuance of mining titles from applications or formal registration of assignments will be achieved.

Forward-looking statements

This news release contains certain "forward looking statements" including, for example, completion of the proposed transaction, the ability of Tolima and Solvista to achieve formal assignment and registration of the mining properties subject to it and the ability to carry out exploration activities and commission a technical report as contemplated herein. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, the ability to successfully manage the political and economic risks inherent in pursuing mineral exploration opportunities in Colombia; and the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop the business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws. Tolima and Solvista disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) 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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