Rockcliff Resources Inc., further to the joint press release issued on April 20, 2015, with Solvista Gold Corp., has filed a comprehensive management information circular for the annual and special meeting of Rockcliff to be held on June 17, 2015, to, among other things, seek approval for the amalgamation of Rockcliff and a wholly owned subsidiary of Solvista, pursuant to the amalgamation agreement dated April 17, 2015, as amended April 30, 2015, whereby Solvista will acquire each of the issued and outstanding securities of Rockcliff in exchange for 0.9 of an equivalent security of Solvista. Following completion of the transaction, the newly amalgamated company, which will hold all of Rockcliff's assets, will be a wholly owned subsidiary of Solvista. The completion of the transaction remains subject to a number of conditions, as set forth below. Solvista will have a total of 108,201,019 common shares issued and outstanding upon closing of the transaction, and the settlement of certain current liabilities of Rockcliff through the issuance of common shares of Solvista. A copy of the circular is available on the SEDAR profile for Rockcliff.
Ken Lapierre, president and chief executive officer of Rockcliff, stated: "With the present working capital of Solvista and the exceptional copper assets of Rockcliff, the new Solvista will be well funded with a strong treasury of over $3.3-million, a combined management team with decades of mineral discovery experience and a dynamic board of directors with extensive experience in the financial sector. This will allow the new company to combine their talents, and the result will be a company with an outstanding technical and financial team, and the funds in place to continue with the primary goal of becoming mine finders within the Snow Lake project located in Manitoba, Canada. I strongly urge the Rockcliff shareholders to vote in favour of the amalgamation."
The TSX Venture Exchange provided Solvista and Rockcliff with conditional approval for the transaction, although the transaction still remains subject to final approval by the TSX-V, including receipt of all final documentation, standard closing conditions, including the approval of the transaction by the Rockcliff shareholders, and completion of due diligence investigations to the satisfaction of each of the parties. The transaction is expected to close on or about June 22, 2015.
The amalgamation has been unanimously approved by the board of directors of Rockcliff and the board of directors of Solvista. Haywood Securities Inc., as a financial adviser to Rockcliff, has provided a fairness opinion to the board of directors of Rockcliff, that subject to the assumptions, limitations and qualifications set out in such fairness opinion, as of April 15, 2015, the exchange ratio provided for in the amalgamation agreement is fair, from a financial point of view, to the Rockcliff shareholders. The fairness opinion is included as schedule E to the circular.
The circular will be mailed to registered shareholders of Rockcliff on May 15, 2015. Rockcliff shareholders are urged to read the circular, which contains additional important information concerning the transaction.
This press release should not be considered as a comprehensive summary of the transaction. Additional information will be disseminated at a future date. Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V approval. The transaction cannot close until the required Rockcliff shareholder approval is obtained. There can be no assurance that the transaction 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.