Rockcliff Announces Appointment of New CEO

Toronto, May 23, 2019 - Rockcliff Metals Corporation ("Rockcliff" or the "Company") (CSE: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is very pleased to announce the appointment of Alistair Ross as the Company's new President and Chief Executive Officer effective immediately. In addition to his new executive management role, Alistair has also been appointed to the Board of Directors of Rockcliff. The strengthening of Rockcliff's senior management team is a major component of the Company's strategic initiative to become a producing mining company.

Alistair brings to Rockcliff a broad spectrum of in-depth mining experience and mining innovation in both small to large-scale projects as he prepares to lead the Company in its next phase of growth. His career has spanned three continents beginning with Rio Tinto in Zimbabwe, Phelps Dodge in New Mexico as well President of Lonmin's South African operations, the world's third largest platinum producing company from 2005 through 2008. Alistair also spent a combined seven years with Inco/Vale most recently directing a team responsible for the re-build of Vale's Sudbury mining operations which consisted of six mines and approximately 2,000 employees. In 2017 and 2018, in addition to the Sudbury mining operations, Alistair was also responsible for Vale's Thompson, Manitoba and Voisey's Bay operations. During his tenure at Vale he was successful in fast tracking the introduction of new mining technology into the underground operations, including the autonomous use of scoops and the tele-remote use of production drills. Alistair holds a BSc. Metallurgical Engineering, ARSM and a MSc. Mineral Process Design, DIC from the Royal School of Mines, Imperial College, London University, England.

Alistair had the following comments upon accepting his appointment, "I am excited by the opportunity to work with Rockcliff's Board and to assemble a management team to exploit the opportunities that Rockcliff offers to its shareholders. The Company has amassed a great tract of land, already developed several near-term production opportunities, and has many more prospective targets that are worthy of rapid and intensive exploration. I look forward to implementing state-of-the-art mining technology in our development projects with current industry numbers indicating at least a 15% improvement in bottom line performance over conventional mechanized mining methods. Rockcliff offers investors the rare combination of early production potential and significant exploration upside in a jurisdiction that is highly conducive for mining investment. The assay results announced in Rockcliff's May 21, 2019 news release from the winter drill program on the Bur high-grade zinc project are an excellent example of our significant exploration upside. I am pleased to announce that Ken Lapierre will be continuing his role in directing Rockcliff's substantial and well funded exploration program as Vice President of Exploration."

Ken Lapierre stated, "I am delighted to take on the role of VP of Exploration and to be part of the management team that will be responsible for taking Rockcliff to the next level in its life cycle. With over 100,000 metres of exploration drilling to be completed over the next 20 months, the Company is poised for tremendous growth through the drill bit as we transition Rockcliff into a mining company. Alistair's appointment brings with it broad based experience and a track record of taking projects like ours from exploration into production. I look forward to working closely with Alistair and the management team to make Rockcliff a Canadian mining success!"

Don Christie, Director, had the following comments on behalf of the Board of Rockcliff, "With Alistair's vision and energy, I am anticipating that Rockcliff will be built from the bottom up as a 21st century company, outstanding in the mining field in terms of safety, employee engagement and ability to attract talent. Alistair's collaborative leadership style when combined with rapid decision making capabilities, will position Rockcliff to be agile, opportunistic and market responsive. The Board looks forward to working with Alistair as he builds his new team and accelerates Rockcliff's advancement to becoming a producing mining company as well as establishing a strategic plan for the Company that demonstrates growth beyond what is currently identifiable."

Mr. Ross's appointment is subject to approval of the Canadian Securities Exchange.

About Rockcliff Metals Corporation

Rockcliff is a well funded Canadian resource development and exploration company with approximately $30 million in funding, a fully functional +1000 tpd permitted leased processing and tailings facility as well as several advanced stage high-grade copper and zinc dominant VMS deposits in the Snow Lake area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower copper project which it expects to be completed by Q4 of this year. Rockcliff is a major landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district in the world hosting mines and deposits containing copper, zinc, gold and silver. The Company's extensive portfolio of properties totals over 4,200 square kilometres and includes eight of the highest-grade, undeveloped VMS deposits and five lode-gold properties held by Goldpath Resources Corp., a Rockcliff wholly-owned subsidiary, including the historic Rex-Laguna gold mine, Manitoba's first and highest-grade gold mine.

For more information, please visit http://rockcliffmetals.com.

Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation
 

For further information, please contact:

Rockcliff Metals Corporation
Ken Lapierre, P. Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.com

CHF Capital Markets
Cathy Hume, CEO
Off: (416) 868-1079 ext. 231
cathy@chfir.com

Rockcliff Drills Near Surface High-Grade Massive Sulphides at Bur: 17.95% ZnEq Across 5.7 Metres and 15.03% ZnEq Across 4.42 Metres

Toronto, May 21, 2019 - Rockcliff Metals Corporation ("Rockcliff" or the "Company") (CSE: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce assay results from its recently completed Phase Two winter drill program on the Company’s Bur Zinc Property located in central Manitoba. The Bur Zinc Property hosts the high-grade historical Bur Zinc Deposit and is strategically located 22 kilometres by road from Hudbay Minerals Inc.’s (“Hudbay”, HBM:TSX;NYSE) copper-zinc concentrator centered in the Snow Lake camp. Rockcliff is a major  junior landholder in the Flin Flon-Snow Lake greenstone belt which is  the largest Paleoproterozoic Volcanogenic Massive Sulphide (VMS) district in the world hosting mines and deposits containing copper, zinc, gold and silver.  
Rockcliff’s Phase Two drill results intersected high-grade mineralization including:
 

  • RBUR 015: yielded 8.5% ZnEq across 4.62 metres including
    12.20% ZnEq across 2.84 metres

  • RBUR 016: yielded 17.95% ZnEq across 5.70 metres including
    24.51% ZnEq across 3.83 metres

  • RBUR 021: yielded 20.09% ZnEq across 2.66 metres including
    37.13% ZnEq across 1.28 metres

  • RBUR 022: yielded 15.03% ZnEq across 4.42 metres including
    33.98% ZnEq across 1.65 metres

  • RBUR 027: yielded 14.98% ZnEq across 1.71 metres including
    20.74% ZnEq across 1.19 metres

Rockcliff’s President and CEO Ken Lapierre commented: “Our drilling confirmed significant extensions south of and above the high-grade historical Bur Zinc Deposit.  The deposit is one of the highest-grade undeveloped zinc-copper rich VMS deposits in the belt and is open along strike and at depth.  The Bur property is located within the known 8,000 metre long Bur VMS Horizon. Continuing to expand the existing limits of the deposit as well as defining new areas of mineralization within this favorable horizon will be the focus of our future exploration programs at Bur.”

Significant assays from Rockcliff’s  Phase Two drill program are tabled below.

 Hole #From (m)To (m)Length (m)Zinc %Copper %Lead %Gold g/tSilver g/tZnEq*RBU012108.07109.201.136.332.850.050.0314.3413.92includes108.32109.030.719.614.330.030.0020.5020.97RBU014129.00130.351.356.131.760.040.0014.0910.91RBU015182.60187.224.621.060.893.600.1183.608.50includes182.95185.792.841.491.015.730.16129.2712.20RBU01665.6771.375.7012.232.020.090.0620.2317.95includes66.6170.443.8317.112.74   0.080.0516.1724.51RBU01878.0380.202.171.501.270.390.0726.135.76RBU01955.0555.840.798.961.180.000.0510.8012.27RBU02073.1274.861.748.811.400.000.028.8212.56includes73.6374.560.9312.411.780.000.0310.4517.16RBU02174.9577.612.6615.711.580.090.0312.2320.09includes75.9677.241.2831.612.000.070.0515.5437.13RBU02282.7387.154.4210.491.630.130.0510.6415.03includes83.4485.091.6527.172.490.030.1115.1833.98RBU023136.00136.730.732.751.190.010.0412.386.11RBU024164.45167.763.311.970.580.170.0411.123.90RBU02566.7468.521.785.171.340.050.0414.078.98RBU02665.0466.571.532.101.780.050.0513.329.11RBU027103.67105.381.716.783.040.090.0319.4814.98includes104.19105.381.199.734.110.110.0424.2720.74RBU02879.4181.542.131.080.620.130.037.372.96RBU02971.0073.042.040.850.940.040.1923.134.12

(m) = metres represents down the hole thickness as true thicknesses are not currently known, % = percentage, g/t = grams per tonne, *ZnEq = zinc equivalent value used US$1.20/pound zinc, US$3.00/pound copper, US$1.00/pound lead,  US1400/ troy ounce gold and US$20 /per ounce silver, 100% metal recoveries were applied, Zinc Equivalent calculation is: ZnEq = Zn grade + (Cu grade%/100*2204.6 x Cu price) + (Pb grade%/100*2204.6 x Pb price) + (Au grade/32.15/1000 x Au price) + (Ag grade/32.15/1000 x Ag price)/Zn price/20. The numbers may not add up due to rounding. Holes numbered RBUR011, 013, 017 did not return significant values.

Additional drill hole information from Rockcliff’s Phase Two drill program is highlighted below:

HOLE #UTM-EUTM-NAZIMUTH    DIPLENGTHRBUR0114544606088491130-70194.0RBUR0124568656090057123-60149.0RBUR012A4568706090065130-6029.0RBUR0134568936090047130-45113.0RBUR0144572246090488130-60167.0RBUR0154572246090488130-80275.0RBUR0164574826090675130-58131.0RBUR0174578896091060130-62110.0RBUR0184579386091132130-65102.5RBUR018A4579486091127130-6552.0RBUR0194580306091210130-6993.0RBUR0204578146090993130-7195.0RBUR0214577286090912130-68101.0RBUR0224575306090729130-61128.0RBUR0234571166090351130-65170.0RBUR0244571166090351130-75203.0RBUR0254571586090320130-68105.0RBUR0264580826091281130-65138.0RBUR0274570706090292130-50143.0RBUR0284569596090109130-62104.0RBUR0294567536089918100-52114.0

A report was prepared on the Bur Zinc Property in 2007. Rockcliff is treating the estimate of mineral resources on the Bur Deposit Report as an “historical estimate” under NI 43-101 and not as a current mineral resource.
 
Historical Resource, Bur Zinc Deposit, Snow Lake, Manitoba:
               
Resource             Tonnes                 Zn (%)    Cu (%)     Ag (g/t)   Au (g/t)
Indicated              1,050,000          8.6          1.9           12.1         0.05
Inferred                   302,000          9.0          1.4            9.6           0.08
____________________________________________________________________________
Notes: 1. CIM definitions were followed for the estimation of mineral resources. 2. Mineral resources are estimated at a zinc equivalent cut-off of 5%. 3. Cut-off grade was based on a zinc price of US$1.15 per pound and a copper price of US$2.35 per pound. 4. Given the tonnage, grade and orientation of the deposit, AMEC  considered the Bur Deposit to be reasonably amenable to extraction using underground mining methods. 5. Specific Gravity measurements used to estimate the mineral resource tonnes ranged from 2.64 to 3.74 with an average of 3.16. 6. A minimum mining width of 3 metres was used. 7. Mineral resources are not mineral reserves and do not have demonstrated economic viability. 8. The deposit was documented in a report dated October 1, 2007 and titled “Bur Project, Snow Lake Manitoba, Canada NI 43-101 Technical Report” (the “Bur Deposit Report”). The report was prepared for Hudbay by AMEC and was filed on Hudbay’s SEDAR profile on January 31, 2008.

Historical estimates of grade and tonnage given in this press release are viewed as reliable and relevant based on the information and methods used at the time. The 2007 NI 43-101 Bur Deposit Report  was prepared in compliance with resource definitions under NI 43-101 but must be considered only as historic resources as neither Rockcliff nor its Qualified Persons have done sufficient work to classify the historic estimate as a current mineral resource under current mineral resource or mineral reserve terminology and are not treating the historic estimate as a current mineral resource. The historic resource should not be relied upon.  Additional work including surface geophysics, drilling and bore hole geophysics will need to be completed to upgrade the historical resource to current.
 
The Bur Zinc Deposit is a stratiform, distal, massive sulphide VMS deposit that occurs within a narrow turbidite assemblage of interbedded metagreywacke, metasiltstone and graphitic meta-argillite in a basinal area situated between two granitic intrusions. The northeast striking deposit dips 60-70 degrees northwest, ranges from <0.3 metres up to 5 metres thick with a known lateral extent of approximately 4,500 metres.  Historical drilling encountered disseminated, semi-massive and massive sulphide mineralization below overburden to a vertical depth of 950 metres. Mineralization consists of sphalerite, chalcopyrite, pyrrhotite, pyrite, galena and arsenopyrite. The Bur Zinc Deposit contains up to 20% felsic or cherty nodules consisting of wall rock and late quartz fragments displaying a brecciated texture to the mineralization.  The Bur Zinc Deposit remains open in all directions.
 
Rockcliff can earn a 100% interest in the Bur Zinc Property from Hudbay. Please refer to the Company’s news release dated September 26, 2016 for specific terms of the option agreement.

Quality Control and Quality Assurance 

Samples of half core were packaged and shipped directly from Rockcliff’s field office to TSL Laboratories (TSL) in Saskatoon, Saskatchewan.  TSL is a Canadian assay laboratory and is accredited under ISO/IEC 17025.  Each bagged core sample was dried, crushed to 70% passing 10 mesh and a 250g pulp is pulverized to 95% passing 150 mesh for assaying.  A 0.5g cut is taken from each pulp for base metal analyses and leached in a multi acid (total) digestion and then analyzed for copper, lead, zinc and silver by atomic absorption.  Gold concentrations are determined by fire assay using a 30g charge followed by an atomic absorption finish.  Samples greater than the upper detection limit (3000 ppb) are reanalyzed using fire assay gravimetric using a 1 AT charge.  Rockcliff inserted certified blanks and standards in the sample stream to ensure lab integrity. Rockcliff has no relationship with TSL other than TSL being a service provider to the Company.
Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.
 
About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource development and exploration company with approximately  $29.0M in its treasury, a fully functional +1000 tpd permitted leased processing and tailings facility as well as several advanced stage high-grade copper, zinc and gold dominant VMS deposits in the Snow Lake area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower copper project which it expects to be completed by Q4 of this year.  Rockcliff is a major junior landholder on the Snow Lake side of the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district  in the world.  The Company’s extensive portfolio of VMS and gold properties totals over 4,200 square kilometres and includes eight of the highest-grade undeveloped VMS deposits and 5 lode-gold properties held by Goldpath Resources Corp, Rockcliff’s wholly owned gold subsidiary, including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

For more information, please visit http://rockcliffmetals.com.

Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation
 

For further information, please contact:

Rockcliff Metals Corporation
Ken Lapierre, P. Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.com

CHF Capital Markets
Cathy Hume, CEO
Off: (416) 868-1079 ext. 231
cathy@chfir.com

Norvista Capital Corporation Announces Completion of the $13.3 Million Sale of Its Manitoba Assets to Rockcliff Metals Corporation

TORONTO, May 08, 2019 (GLOBE NEWSWIRE) -- Norvista Capital Corporation (“Norvista”) (TSX-V: NVV) is very pleased to announce the closing of the transaction (the “Asset Sale”), previously announced in its February 22, 2019 news release. Norvista and its affiliates have sold three Manitoba assets to Rockcliff Metals Corporation (“Rockcliff”) for an aggregate purchase price of $13,258,000. As consideration for the sale Norvista and its affiliates received a total of 88,386,667 common shares of Rockcliff (“Rockcliff Shares”) at a deemed value of $0.15 per Rockcliff Share. The Asset Sale is part of a reorganization of Rockcliff that also includes a series of equity financings (the “Financings”) by Rockcliff for gross proceeds of approximately $29,000,000 with a cornerstone investment from London based private equity firm Greenstone Resources II LLP (“Greenstone”) in the amount of US $15,000,000 or approximately Cdn. $20,000,000.

The Asset Sale

The assets sold by Norvista and its affiliates to Rockcliff pursuant to the Asset Sale comprise the Talbot copper project option agreement with Hudbay Minerals Inc., the Tower copper project and a leasehold interest in the Bucko Lake processing facility and tailings management facility all located in Manitoba.

Pursuant to the assignment of the Talbot option agreement Rockcliff now has an earn-in option to acquire a minimum 51% ownership interest in the Talbot property. The Talbot copper deposit is a high-grade 4.2 million tonne NI 43-101 Inferred mineral resource grading 1.61% Cu, 1.4% Zn, 1.77 g/t Au and 27.96 g/t Ag (please refer to the Rockcliff news release dated January 19, 2018).

The Tower copper deposit, located approximately 40 kilometres east of the Talbot deposit, is a high-grade deposit consisting of a 1.08 million tonne NI 43-101 Indicated mineral resource grading 3.73% Cu, 1.05% Zn, 0.55 g/t Au and 17.28 g/t Ag plus a 1.25 million tonne NI 43-101 Inferred mineral resource grading 2.0% Cu, 1.02% Zn, 0.27 g/t Au and 9.78 g/t Ag (please refer to the Rockcliff news release dated March 30, 2015).

Mineral resources are not mineral reserves and do not have demonstrated economic viability.

Norvista’s interest in the Bucko Lake mill and the tailings management facility assigned to Rockcliff is a seven year leasehold interest in the Bucko Lake processing facility that is located approximately 115 kilometres northeast of the Tower deposit near Wabowden, Manitoba.

Permitting for Tower as well as permitting for the conversion of the Bucko Lake mill from nickel to copper concentrate production has been underway since early 2018.  It is anticipated that all permitting will be completed by Q4 of 2019 which will allow Rockcliff to make a decision by Q1 of 2020 with regard to starting underground development at Tower to extract a bulk sample.

CSE Listing and Escrow Agreement

As part of the Rockcliff reorganization involving the Asset Sale and the Financings, Rockcliff has completed the delisting of the Rockcliff Shares from the TSX Venture Exchange and listing of the Rockcliff Shares on the Canadian Securities Exchange (the “CSE”) effective May 7, 2019. It is anticipated that the Rockcliff Shares will commence trading under the symbol RCLF on May 8, 2019.

In connection with the listing of Rockcliff on the CSE, the 88,386,667 Rockcliff Shares issued as consideration for the Asset Sale to Norvista and its affiliates have been, in accordance with the requirements of the CSE, placed in escrow under an escrow agreement between Rockcliff, Computershare Investor Services Inc., Norvista, Akuna Minerals Inc., a partially owned Norvista subsidiary, and the Akuna minority shareholders dated May 8, 2019.

The Financings

Greenstone Subscription Receipt Financing and Rockcliff Shareholder Financing

Rockcliff completed a $7,472,875 hard dollar financing with Greenstone whereby Greenstone purchased 49,819,167 Rockcliff Shares at $0.15 per Rockcliff Share (the “Greenstone Subscription”).

Rockcliff also completed a financing from existing shareholders of Rockcliff and third party accredited investors for the gross proceeds of $1,360,400 (the “Rockcliff Shareholder Financing”). The Rockcliff Shareholder Financing consisted of a $360,400 hard dollar financing at a price of $0.15 per Rockcliff Share and a $1,000,000 flow-through financing at a price of $0.20 per Rockcliff Share.

Greenstone Structured Financing

In addition to the Greenstone Subscription and the Rockcliff Shareholder Financing, Rockcliff completed a $19,862,600 flow-through financing (the “FT Financing”) consisting of the sale of 82,760,833 Rockcliff Shares (“FT Shares”) priced at $0.24 per FT Share. The FT Shares were part of a flow-through charitable donation structure arranged by PearTree Securities Inc. Greenstone then acquired the 82,760,833 Rockcliff Shares issued in connection with the FT Financing indirectly through the charitable donation structure at $0.15 per Rockcliff Share for a total investment of $12,414,125.

Rockcliff Reorganization

The closing of the Asset Sale, the Financings and the listing of the Rockcliff Shares on the CSE completes the transformation of Rockcliff into a well capitalized, vertically integrated resource company with a portfolio of pre-development and exploration properties as well as access to a concentrate production facility. The board of directors of Rockcliff consists of Don Christie on behalf of Norvista, Mark Sawyer on behalf of Greenstone, Ken Lapierre the CEO of Rockcliff and independent directors Mike Romaniuk and Petra Decher.

Following the closing of the Asset Sale and the Financings, Norvista, after the Rockcliff Share allocation to Akuna minority shareholders, directly and indirectly now holds 81,744,286 Rockcliff Shares or 26.6% of the 307,335,855 issued and outstanding Rockcliff Shares. Of this amount 8,000,000 Rockcliff Shares will be transferred to the Norvista Capital 1 Limited Partnership (the “Partnership”) which currently holds 2,380,952 Rockcliff Shares. Norvista manages the Partnership through its ownership of the General Partner. Greenstone now holds 132,580,000 Rockcliff Shares or 43.1% of the issued and outstanding Rockcliff Shares.

Early Warning Report

Prior to the completion of the Asset Sale, Norvista and the Partnership jointly owned 4,761,904 Rockcliff Shares, or approximately 1.5% of the issued and outstanding Rockcliff Shares. Norvista and the Partnership now have beneficial ownership and control over 84,125,238 Rockcliff Shares in the aggregate or 27.4% of the issued and outstanding Rockcliff Shares. Norvista acquired the Rockcliff Shares for investment purposes and  depending on market and other conditions, Norvista may from time to time in the future increase or decrease its ownership, control or direction over the Rockcliff Shares. For the purposes of this notice, the head office of Norvista is 141 Adelaide St. West, Suite 1660, Toronto, Ontario M5H 3L5.

In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an Early Warning Report in respect of the acquisition of the Rockcliff Shares by Norvista will be filed under Rockcliff’s SEDAR Profile at www.sedar.com.

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of three core investments located in Canada, the United States and Mexico. Norvista’s core investee companies include Rockcliff, Nevada Zinc Corporation and Mineral Alamos Inc. Nevada Zinc is in the process of completing a preliminary economic assessment on its Lone Mountain zinc project located near Eureka, Nevada. The Lone Mountain project is a high grade, potentially open-pittable mineralized system with an initial resource estimate of approximately 3.3 million tonnes of 7.3% zinc and 0.7% lead (please refer to Nevada Zinc’s news release dated July 25, 2018).  Minera Alamos has a number of pre-development gold projects located in Mexico and it is anticipated Minera will begin construction on its first gold production project later this year once final permits are in place.  The investee companies’ projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and may increase its ownership position in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

Bruce Durham, P.Geo., Chief Operating Officer and a director of Norvista, is a Qualified Persons as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects.  Mr. Durham is responsible for the scientific and technical data presented herein and has reviewed and approved this news release.

About Rockcliff

Rockcliff is a Canadian resource exploration company focused on copper, zinc and, gold and in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic volcanic massive sulphide (“VMS”) district (copper, gold, zinc, silver) in the world and the district also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes nine of the highest-grade undeveloped VMS deposits and five lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately US$430 million in committed long-term capital. With more than 100 years collective experience, predominantly fulfilling senior roles within mining companies, financial institutions and principal investing, Greenstone understands the sector, its value drivers and inherent risks. As such Greenstone is able to make long-term investments which better aligns itself to management decision making.

TSX-V Approvals

The Asset Transaction has been approved by shareholders of Norvista and has been conditionally approved by the TSX Venture Exchange.

For further information, please contact:

Norvista Capital Corporation                                     
Don Christie                                                        
Off: (416) 504-4171
dchristie@norvistacapital.com

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should”,  “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release includes, but is not limited to, the commencement of trading of the common shares of Rockcliff on the CSE and receipt of final approvals from regulators.

This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Norvista to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Norvista believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Norvista does not undertake to update any forward-looking information except in accordance with applicable securities laws.

ROCKCLIFF METALS CLOSES ASSET ACQUISITION AND FUNDING TOTALING $28.7 MILLION TO BECOME A LEADING MANITOBA BASED DEVELOPMENT AND EXPLORATION COMPANY

TORONTO, May 8, 2019 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (CSE: RCLF)

(FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that, further to its press release of February

22, 2019 (the “Transaction Press Release”) announcing the reorganization transaction (the

“Transaction”) involving a financing (the “Greenstone Subscription”) led by Greenstone Resources II LP

(“Greenstone”) and a transfer of significant assets from Norvista Capital Corporation (TSX-V: NVV)

(“Norvista”), the Transaction has closed. The Company was listed and posted for trading on the

Canadian Securities Exchange (“CSE”) effective May 7, 2019 but was immediately halted from trading

pending closing of its financings. The common shares of Rockcliff will commence trading on the CSE on

May 8, 2019 under the symbol “RCLF” and CUSIP number 77289R209.

Change of Directors

Effective May 8, 2019, Mark Sawyer, Mike Romaniuk and Petra Decher were appointed directors of the

Company to fill the vacancies created by the resignations of Bruce Durham, Ed King, Neil McMillan and

William Johnstone as directors of the Company. Ken Lapierre and Don Christie remain directors of the

Company. Ken Lapierre remains President and CEO, Aamer Siddiqui remains Interim CFO and William

Johnstone remains Corporate Secretary of Rockcliff. For further information relating to the new

directors of the Company and the effect of the Transaction on Rockcliff, reference is made to the Listing

Statement of the Company, filed on the SEDAR profile for the Company at www.sedar.com and filed on

the Company’s profile on the CSE (the “Rockcliff Listing Statement”).

Ken Lapierre, President & CEO of Rockcliff commented; “This transformational transaction is finally

complete and we can now position Rockcliff as a leading base metals developer and explorer in one of

the most established mining jurisdictions in the world. Rockcliff is now very well funded as a result of a

cornerstone investment from Greenstone and has secured two advanced stage copper assets and a

leased processing facility from Norvista. Our 100% owned Tower copper project is anticipated to be fully

permitted by Q4 of this year which will allow us to make a construction decision as early as Q1 of 2020.

Over the next two years we will implement one of the largest copper-zinc focused exploration programs

undertaken anywhere in the world by a junior resource company. It will include almost 100,000 metres

of drilling and will provide substantial news flow to the market. This drill program gives us the potential

to significantly increase our existing resources as we search for the next big discovery in this world class

mining belt. We thank our shareholders for their overwhelming support and patience during this long

and detailed process. We look forward to unlocking the full value of our high-grade Manitoba assets

and transitioning Rockcliff into the next major base metal producer in the Flin Flon-Snow Lake

greenstone belt.”

The Financings

On May 7, 2019, Rockcliff closed the flow-through equity financing of $19,862,600 (the “FT Financing”)

consisting of 82,760,833 common shares of Rockcliff that qualify as flow-through shares (the “FT

2

Shares”) for purposes of the Income Tax Act (Canada) (the “Tax Act”) priced at $0.24 per FT Share. The

Greenstone Subscription Receipts (referred to in the April 1, 2019 press release) were converted into

49,819,167 common shares and the sum of $7,472,875 was released from escrow to Rockcliff. The AF

Subscription Receipts (defined below) were converted into 2,402,665 common shares and the sum of

$360,400 was released from escrow to Rockcliff. In addition, the FT Subscription Receipts (defined

below) were converted into 5,000,000 common shares of Rockcliff the qualify as flow-through shares for

purposes of the Tax Act and the sum of $1,000,000 was released from escrow to Rockcliff. Rockcliff

raised an aggregate of $20,862,600 in flow-through funding and $7,833,275 in hard dollar funding for a

total of $28,695,875.

On May 2, 2019, Rockcliff closed the Additional Financing (referred to in the March 27, 2019 press

release) with the placement of 2,402,665 subscription receipts (the “AF Subscription Receipts”) priced

at $0.15 per AF Subscription Receipt for gross proceeds of $360,400 and the placement of 5,000,000

flow-through subscription receipts (the “FT Share Subscription Receipts”) that qualify as flow-through

shares for the purpose of the Tax Act priced at $0.20 per FT Share Subscription Receipt for gross

proceeds of $1,000,000 for total gross proceeds of $1,360,400 (the “Subscription Receipts Financing”).

The funds received from the Subscription Receipts Financing were held in escrow until all conditions to

the release of the funds were satisfied on May 8, 2019.

Eligible finders will be paid cash fees of $81,795 and were issued 350,000 FT Broker Warrants and

78,633 AF Broker Warrants. Each FT Broker Warrant entitles the holder to acquire one (1) common

share at a price of $0.20 until May 2, 2021 and each AF Broker Warrant entitles the holder to acquire

one (1) common share at a price of $0.15 until May 2, 2021.

The Asset Acquisition

On May 3, 2019, Rockcliff closed the Asset Acquisition (as referred to in the Transaction Press Release)

and acquired i) 100% of Norvista’s interest in an option agreement with Hudbay Minerals Inc. (the

“Talbot Option Agreement”) granting Rockcliff an option to earn a minimum 51% interest in the Talbot

Property in central Manitoba (the “Talbot Property”); and ii) 100% of Norvista’s interest in a lease

agreement with CaNickel Mining Limited providing for a lease of the mill and auxiliary facilities at the

Bucko Lake Mine near Wabowden, in central Manitoba (the “Bucko Mill Lease”), in consideration for the

issuance of 66,290,000 common shares of Rockcliff. In addition, pursuant to the agreement with Akuna

Minerals Inc., Rockcliff acquired a 100% interest in certain mining claims located in central Manitoba,

known as the Tower Property (the “Tower Property”), which is located approximately 40 kilometres east

of the Talbot Property, in consideration for the issuance of 22,096,667 common shares of Rockcliff. For

further particulars relating to the Asset Acquisition, reference is made to the Rockcliff Listing Statement.

Escrow and Resale Restrictions

The 88,386,667 common shares issued for the Asset Acquisition, the 82,760,833 common shares

acquired by Greenstone pursuant to the Greenstone Commitment (as defined in the Transaction Press

Release) along with the 49,819,167 common shares issued to Greenstone on the conversion of the

Greenstone Subscription Receipts are subject to escrow in accordance with the terms of National Policy

46-201 - Escrow for Initial Public Offerings, to be released over a three (3) year period on the basis that

Rockcliff is deemed to be an emerging issuer as defined therein. Norvista and its affiliates hold 27.4% of

3

the issued and outstanding capital of Rockcliff following the completion of the Transaction. Current

issued and outstanding capital of Rockcliff is 307,355,855 common shares.

Securities issued pursuant to the FT Financing are subject to a hold period expiring on September 8,

2019. Securities issued pursuant to the Asset Acquisition are subject to a hold period expiring on

September 4, 2019 (and also subject to escrow as referred to above). Securities Issued pursuant to the

Subscription Receipts Financing are subject to a hold period expiring on September 3, 2019.

Early Warning Report

In connection with the Transaction, Greenstone acquired a total of 132,580,000 common shares of

Rockcliff (pursuant to the Greenstone Commitment and the conversion of the Greenstone Subscription

Receipts), representing approximately 43.1% of the current issued and outstanding common shares of

the Company for the aggregate value of US$15 million.

Greenstone acquired the common shares of Rockcliff as part of the Transaction and for investment

purposes. Depending on market and other conditions, Greenstone may from time to time in the future

increase or decrease its ownership, control or direction over Rockcliff securities as circumstances

warrant. For the purposes of this notice, the Head Office of Greenstone is East Wing, Trafalgar Court Les

Banques, St Peter Port, Guernsey.

In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids And Issuer Bids and

National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting

Issues, an Early Warning Report in respect of acquisition of common shares of Rockcliff by Greenstone

will be filed under the Company’s SEDAR Profile at www.sedar.com.

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource development and exploration company with approximately

$29.0M in its treasury, a fully functional +1000 tpd permitted leased processing and tailings facility as

well as several advanced stage high-grade copper and zinc dominant VMS deposits in the Snow Lake

area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower

copper project which it expects to be completed by Q4 of this year. Rockcliff is a major junior landholder

in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district in

the world hosting mines and deposits containing copper, zinc, gold and silver. The Company’s extensive

portfolio of properties totals over 4,200 square kilometres and includes eight of the highest-grade

undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine,

Manitoba’s first and highest-grade gold mine.

About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately

US$430 million in committed long-term capital. With more than 100 years collective experience,

predominantly fulfilling senior roles within mining companies, financial institutions and principal

investing, Greenstone understands the sector, its value drivers and inherent risks. As such Greenstone is

able to make long term investments which better aligns itself to management decision making.

4

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments

located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in

excellent mining jurisdictions and are involved in both base and precious metals exploration and

development. Norvista holds significant equity ownership positions in its investee companies and is

actively involved in the management of these companies through a combination of senior officer

positions and/or board representation. The investee company projects represent a balance between

later stage exploration and pre-production projects and are self-financing. Norvista maintains and

increases its ownership positions in its core holdings through participation in issuer financings as well as

share acquisitions in the open market.

The CSE has neither approved nor disapproved the contents of this press release. The CSE does not

accept responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Rockcliff Metals Corporation CHF Capital Markets

Ken Lapierre, P. Geo Cathy Hume, CEO

President & CEO Off: (416) 868-1079 ext. 231

Cell: (647) 678-3879 cathy@chfir.com

Off: (416) 644-1752

ken@rockcliffmetals.com

Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the

meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions,

expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always,

identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”,

“intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain

actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions)

are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release

includes, but is not limited to, the closing of the Transaction, anticipated exploration and development of Rockcliff’s Manitoba

properties, satisfaction of closing conditions for the Transaction and Additional Financing approval of the TSX-V, approval by the

shareholders of Rockcliff and the potential for exploration.

Norvista Capital Corporation Announces Normal Course Issuer Bid

TORONTO, April 15, 2019 (GLOBE NEWSWIRE) -- Norvista Capital Corporation (“Norvista” or the “Company”) (TSX-V: NVV)  announces it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 3,522,725 of its common shares (the “NCIB”).

The Company is commencing the NCIB because it believes that from time to time the market price of its common shares may not fully reflect the underlying value of the Company’s business, and that the repurchase of its common shares at those times would be in the best interests of its shareholders.

As of the date hereof, the Company has 70,454,501 common shares issued and outstanding. The maximum number of common shares that may be purchased by the Company under the NCIB represents approximately 5% of the Company’s issued and outstanding shares. The Company received acceptance from the TSX Venture Exchange (the “TSXV”) to commence the NCIB on February 21, 2019.

The NCIB will terminate on February 20, 2020, or on an earlier date in the event that the maximum number of common shares sought in the NCIB have been repurchased. The Company reserves the right to terminate the NCIB at any time. All common shares purchased pursuant to the NCIB will be returned to treasury and cancelled.

Purchases pursuant to the NCIB are expected to be made through the facilities of the TSXV, or such other permitted means (including through alternative trading systems in Canada), at prevailing market prices or as otherwise permitted by the policies of the TSXV.

The Company has engaged Canaccord Genuity Corp. to act as the broker through which the NCIB will be conducted.

Waiver for Past Issuer Bid Purchases

For a period commencing on February 22, 2019, and ending February 28, 2019, Canaccord Genuity Corp., the broker for a proposed normal course issuer bid for which the Company had received TSXV conditional approval, purchased 65,000 common shares of the Company at an average price of $0.11 per common share (the “Purchase”). At the time of the Purchase, the TSXV had granted the Company conditional approval for a normal course issuer bid to purchase up to 3,522,725 common shares, to commence on or around January 18, 2019 and terminate 12 months from the date of commencement (the “January NCIB”), subject to the issuance of a press release by the Company announcing the terms of the January NCIB in accordance with National Instrument 62-104 (“NI 62-104”) and the policies of the TSXV. The press release announcing the January NCIB was not disseminated by the Company prior to the Purchase and TSXV final approval for the commencement of the January NCIB was not received by the Company.

Subsequent to the Purchase, the Company sought a waiver from the TSXV from the disclosure requirements of TSXV Policy 5.6 – Normal Course Issuer Bids, requiring issuers to disseminate a press release prior to any purchases made pursuant to a normal course issuer bid. The TSXV has conditionally approved the NCIB to commence from the day prior to the date of the initial purchase of common shares made pursuant to the Purchase, February 21, 2019, and to terminate on February 20, 2020, or on an earlier date in the event that the maximum number of common shares sought in the NCIB have been repurchased.  The common shares acquired pursuant to the Purchase will be returned to treasury and cancelled.

About Norvista

Norvista is a resource based merchant bank with an investment portfolio of three core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or Board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

For further information contact:

Norvista Capital Corporation
141 Adelaide Street West, Suite 1660
Toronto, Ontario M5H 3L5
Tel: (416) 504-4171
Don Christie, President and CEO
dchristie@norvistacapital.com

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy of this release.

Forward-Looking Information

CAUTIONARY STATEMENT: This news release contains certain forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties beyond the ability of Norvista to control or predict, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, Norvista cannot assure shareholders that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Norvista nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements. Norvista does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.

NORVISTA CAPITAL CORPORATION PROVIDES UPDATE ON SALE OF ITS MANITOBA ASSETS TO ROCKCLIFF METALS CORPORATION

TORONTO, April 1, 2019 – Norvista Capital Corporation (“Norvista”) (TSX-V: NVV) is pleased to provide an update to its press release of February 22, 2019 announcing the sale of its three Manitoba assets to Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) for consideration to Norvista and its affiliates of a total of 88,386,667 common shares of Rockcliff at a deemed value of $13,258,000 ($0.15 per Rockcliff share).  The number of Rockcliff shares to be  retained directly by Norvista will be in excess of the total number of Norvista shares currently outstanding and will equate to a net asset value per Norvista share of approximately $0.16. 

On March 27, 2019, Rockcliff announced that it had received conditional approval to list its common shares on the Canadian Securities Exchange (“CSE”).  Rockcliff will also be extending the closing of the additional financing referred to in its press release of February 22, 2019 and March 6, 2019. For more information see Rockcliff’s press release of March 27, 2019

Upon the completion of the sale of Norvista’s three Manitoba assets to Rockcliff and Rockcliff’s concurrent financing of up to $30 million (the “Transaction”), Rockcliff will be well positioned to undertake major mineral exploration and mine development programs over the next several years in the prolific Flin Flon – Snow Lake base metals mining camp in Manitoba.  Completion of the Transaction will provide Rockcliff with the funding capacity to potentially unlock significant value in Norvista’s key assets in Manitoba and in Rockcliff’s extensive portfolio of more advanced and earlier stage exploration properties.

Don Christie, the President and CEO of Norvista, commented, “Norvista is very pleased to see the timely progress Rockcliff has made on the Transaction to-date.  We continue to have the utmost confidence in Rockcliff’s management team and key shareholders to undertake and fund mineral development in a top-tier global mining jurisdiction in the Province of Manitoba.  We look forward to the results of the Rockcliff special shareholders meeting to be held on April 22, 2019 and the commencement by Rockcliff of significant exploration and development initiatives immediately thereafter.” 

Upon completion of the Transaction, Norvista and its affiliates will own approximately 30% of the Rockcliff shares outstanding and approximately 42% of the Rockcliff shares will be owned by London based private equity fund Greenstone Resources 11 LP.

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

 

 

About Rockcliff

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes nine of the highest-grade undeveloped VMS deposits and five lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

Transaction Approvals

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and shareholder approval for both Rockcliff and Norvista.

For further information, please contact:

 

Norvista Capital Corporation                                     

Don Christie                                                        

Off: (416) 504-4171

dchristie@norvistacapital.com

 

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc.  Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties.  Actual results may differ materially from those currently anticipated in such statements.

Neither the 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 news release.

Minera Alamos Announces Closing of $4.9 Million Financing and Increase in Institutional Ownership

Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - March 4, 2019) - Minera Alamos Inc. (TSXV: MAI) (OTC Pink: MAIFF) (the "Company" or "Minera Alamos") is pleased to announce, further to its press release dated February 26, 2019, that it has closed the non-brokered private placement offering of 49,347,500 common shares of the Company (the "Common Shares") at a price of $0.10 per Common Share (the "Offering Price") for aggregate gross proceeds of $4,934,750 (the "Offering").

The Offering included participation of existing institutional investors. As a result, the Donald Smith Value Fund increased its ownership in the Company to ~9.8% and the Aegis Value Fund increased its ownership to ~4.9%.

"Minera appreciates the ongoing support of both Donald Smith and Aegis as well as the other participants in the Offering as we begin a transformational year leading toward construction decisions at our Santana and Fortuna gold projects" stated Doug Ramshaw, President of Minera Alamos.

Minera Alamos intends to use the net proceeds of the Offering for exploration and development of the Company's Santana Project in Sonora, Mexico, and for working capital and general corporate purposes.

In connection with the Offering, the Company paid cash finder's fees of $276,600 and issued 2,862,000 finder's warrants (the "Finder's Warrants"). The Finder's Warrants will each be exercisable for one Share at the Offering Price for a period of two years following the closing of the Offering.

All securities issued under the Offering will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Offering is subject to TSX Venture Exchange acceptance of requisite regulatory filings.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Minera Alamos

Minera Alamos is an advanced-stage exploration and development company with a growing portfolio of high-quality Mexican assets, including the La Fortuna open-pit gold project in Durango with positive PEA completed, the Santana open-pit heapleach development project in Sonora with test mining and processing completed and the Guadalupe de Los Reyes open-pit gold-silver project in Sinaloa with mine planning in progress. The Company is awaiting the pending approval of permit applications related to the commercial production of gold at both the Santana and Fortuna projects.

The Company's strategy is to develop low capex assets while expanding the project resources and pursue complementary strategic acquisitions.

CONTACT INFORMATION:

Minera Alamos Inc
Doug Ramshaw, President
604-600-4423
dramshaw@mineraalamos.com

www.mineraalamos.com

Caution Regarding Forward-Looking Statements

This news release may contain forward-looking information and Minera Alamos cautions readers that forward-looking information is based on certain assumptions and risk factors that could cause actual results to differ materially from the expectations of Minera Alamos included in this news release. This news release includes certain "forward-looking statements", which often, but not always, can be identified by the use of words such as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". These statements are based on information currently available to Minera Alamos and Minera Alamos provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements with respect to Minera Alamos' future plans, objectives or goals, to the effect that Minera Alamos or management expects a stated condition or result to occur and the expected timing. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Such statements reflect the Company's current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, competition, governmental or regulatory developments, general economic conditions and other factors set out in the Company's public disclosure documents. Many factors could cause the Company's actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. This list is not exhaustive of the factors that may affect any of Minera Alamos' forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Minera Alamos' forward-looking statements. Minera Alamos does not undertake to update any forward-looking statement that may be made from time to time by Minera Alamos or on its behalf, except in accordance with applicable securities laws.

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.

Rockcliff Announces Financing of up to $30 Million & Asset Acquisition to Become a Leading Manitoba Base Metal Exploration & Development Company

Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce a reorganization transaction involving a financing led by Greenstone Resources II LP (“Greenstone”) and a transfer of significant assets from Norvista Capital Corporation (TSX-V: NVV) (“Norvista”). This transformative event will reorganize Rockcliff into a well-capitalized resource company with a strong shareholder base enabling Rockcliff to undertake a major mineral exploration and mine development program over the next several years in the prolific Flin Flon – Snow Lake base metals mining camp in Manitoba. This transaction (the “Transaction”) is a reverse take-over for the purposes of the policies of the TSX Venture Exchange (“TSX-V”). The Board of Directors of each of Rockcliff and Norvista unanimously support the Transaction.  As at the date of this announcement, 36.8% of Rockcliff shareholders and 53% of Norvista shareholders have provided irrevocable undertakings and consents to vote in support of the Transaction. The Transaction is expected to close in April 2019.    

Transaction Overview

The financing and asset acquisition will create a well-capitalized base metals focused developer and explorer with high-grade deposits, a significant land package of highly prospective exploration ground and access to concentrate production facilities.

Manitoba is one of the most permitting-friendly jurisdictions in Canada. Should the economic viability and technical feasibility of the projects be established, the Transaction may allow Rockcliff to execute a “Hub and Spoke” development strategy from a centralized milling facility and transition into a copper-focused producer with low capital costs to production. Upon completion of the Transaction, the assets comprising the Hub and Spoke strategy are as follows:

  • Talbot Option Agreement: Rockcliff will receive an earn-in option to acquire a minimum 51% ownership interest in the Talbot Property. The Property hosts the Talbot copper deposit, a high-grade 4.2M tonne National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) Inferred mineral resource grading 1.61% Cu, 1.4% Zn, 1.77 g/t Au and 27.96 g/t Ag (the “Talbot Report”) as disclosed in the Rockcliff Press Release dated January 19, 2018. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

  • Tower Property: Rockcliff will acquire a 100% ownership interest in the Tower Property, including the Tower deposit, a high-grade 1.08M tonne NI 43-101 Indicated mineral resource grading 3.73% Cu, 1.05% Zn, 0.55 g/t Au and 17.28 g/t Ag plus a 1.25M tonne NI 43-101 Inferred mineral resource grading 2.0% Cu, 1.02% Zn, 0.27 g/t Au and 9.78 g/t Ag (the “Tower Report”) as disclosed in the Rockcliff Press Release dated March 30, 2015. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

  • Rail Property: Rockcliff currently owns a 100% ownership interest in the Rail Property, hosting the Rail deposit, a high grade 822,000 tonnes NI 43-101 Indicated mineral resource grading 3.04% Cu, 0.99% Zn, 0.7 g/t Au and 9.3 g/t Ag as disclosed in the Rockcliff Press Release dated July 24, 2018. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

  • Historical Deposits: Rockcliff currently owns 6 additional historical underexplored base metal deposits, all open along strike and at depth with significant growth potential.

  • Bucko mill lease: Rockcliff will acquire a 7-year processing lease of the Bucko mill and tailing storage facilities, at the Bucko Lake Mine, near Wabowden, Manitoba.

  • Dominant land position, currently held by Rockcliff, of 4,000 square kilometres in the prolific Flin Flon - Snow Lake greenstone belt, home to the largest Paleoproterozoic Volcanogenic Massive Sulphide (VMS) district in the world.

The Talbot Report is currently filed on the SEDAR profile for Rockcliff and the Tower Report is currently filed on the SEDAR profile for Former Rockcliff (as defined below).  The mineral resource estimate relating to the Talbot Property is viewed as current.  The mineral resource estimate relating to the Tower Property is not viewed as current and will be updated. 

Rockcliff will be calling an Annual and Special Meeting of the shareholders of Rockcliff (the “Meeting”) for mid April 2019 to seek approval to the Transaction. Full particulars of the Transaction will be included in the management information circular (the “Management Information Circular”) mailed to shareholders in respect of the Meeting. Further particulars of the timing of the annual meeting will be provided in a subsequent press release. Trading in the shares of Rockcliff will remain halted until final regulatory approval is obtained to the Transaction.

Red Cloud Klondike Strike Inc. has been engaged by the Board of Directors of Rockcliff, pursuant to an engagement letter dated February 8, 2019, to prepare an opinion as to the fairness, from a financial point of view, of the Transaction to the shareholders of Rockcliff (the “Fairness Opinion”). Further particulars of the Fairness Opinion will be provided in due course. The Fairness Opinion will be disclosed in and included with the Management Information Circular.

Upon the completion of the Transaction, the board of directors of Rockcliff will initially consist of five (5) members, being Ken Lapierre on behalf of Rockcliff, Mark Sawyer on behalf of Greenstone, Don Christie on behalf of Norvista, and two other independent non-executive directors to be announced prior to the closing of the Transaction.  There will also be further announcements on senior officers of Rockcliff to be appointed upon completion of the Transaction.

Ken Lapierre, President and CEO of Rockcliff, commented: “This is a transformational moment in Rockcliff’s 13-year history. Gaining the confidence of private equity firm Greenstone, a leased mill and the advanced-stage Talbot and Tower copper assets from Norvista is a testament to their vision of growth and confidence in Rockcliff’s ability to succeed in this well-endowed mineral belt. We will now have the support of our partners, our shareholders and our investors to unlock the full potential of our extensive property portfolio. We look forward to completing this transaction and commencing exploration.”

Don Christie, the President and CEO of Norvista, commented: “Norvista has spent a considerable amount of time and effort over the last several years assembling its Manitoba asset portfolio and working with a number of groups to find the optimal mix of both operating and financial partners.  We are convinced that Rockcliff and Greenstone have the vision and the resources to unlock significant value in our key assets and in Rockcliff’s extensive  portfolio of more advanced and early stage exploration properties. Manitoba is a top-tier global mining jurisdiction and we are very enthusiastic about the prospects of Rockcliff becoming a base metals producer. The Transaction unquestionably provides the right combination of organization, stewardship, financial support and expertise to make this a successful venture.”

Mark Sawyer, a Senior Partner and a co-founder of Greenstone, commented: “Greenstone is delighted to be a cornerstone investor in Rockcliff.  We have confidence in the potential of Rockcliff and the ability of management to undertake mineral development in the Province of Manitoba. Our goal is to make Rockcliff a significant base metal development and production company.”

Flow-Through Financing, Greenstone Investment & Additional Financing

In connection with the Transaction and as part of the reorganization effort, Greenstone will fund  US$15,000,000 of a total equity financing package of up to $30,000,000 organized as follows:

  • Flow-through Financing.  Rockcliff will undertake a flow-through equity financing of approximately $19,862,600 (the “FT Financing”) consisting of approximately 82,760,833 common shares of Rockcliff that qualify as flow-through shares (the “FT Shares”)  for purposes of the Income Tax Act (Canada) (the “Tax Act”) priced at $0.24 per FT Share. The FT Shares are part of a donation arrangement structured by PearTree Securities Inc. Greenstone will acquire the 82,760,833 shares indirectly through the donation arrangement at $0.15 per share for a total cost of approximately $12,414,126 (the “Greenstone Commitment”), with the flow-through investors retaining the tax benefits of the flow-through share structure.

  • Greenstone Investment.  Greenstone will complete a hard dollar equity financing of approximately $7,472,875 consisting of approximately 49,819,167 common shares of Rockcliff  priced at $0.15 per share (the “Greenstone Subscription”).

  • Additional Financing.  Concurrently with the Greenstone Subscription and the Greenstone Commitment, Rockcliff intends to complete an additional best efforts financing of up to $2,601,500 (the “Additional Financing”) from existing shareholders of Rockcliff (see heading “Existing Shareholder Offering” below) and third party accredited investors. The Additional Financing will comprise a $1,601,500 hard dollar financing consisting of Rockcliff common shares (“Rockcliff Shares”) priced at $0.15 per share and a $1,000,000 flow-through financing consisting of common shares of Rockcliff that qualify as flow-through shares for purposes of the Tax Act (the “Additional FT Shares”) priced at $0.20 per Additional FT Share. Red Cloud Klondike Strike Inc. will act as a finder in respect of the Additional Financing.

The Greenstone Subscription and the Additional Financing will proceed by way of an offering of subscription receipts of Rockcliff (each, a “Subscription Receipt”) issued at a price of $0.15 per regular Subscription Receipt and at a price of $0.20 per flow-through Subscription Receipt. Release of the funds to be held in escrow pursuant to the Subscription Receipts financings will be conditional upon receipt of Rockcliff shareholder approval to the Transaction, the closing of the Asset Acquisition (referred to below) and regulatory approval to listing the shares issued pursuant to the Transactions (the “Conditions”). Upon satisfaction of the Conditions, each Subscription Receipt will, for no additional consideration, be automatically exercised into one Rockcliff Share. 

Rockcliff will use the proceeds of the FT Financing, the Greenstone Subscription and the Additional Financing to:

  • Complete infill drilling and a pre-feasibility study to potentially advance the Talbot project to a construction decision;

  • Complete infill drilling and a pre-feasibility study to potentially advance the Tower project to a construction decision;

  • Complete 95km of drilling across the Talbot, Tower, Rail, Bur, Freebeth, Lon, Morgan, Pen, Tramping and Copperman properties and targets identified across the SLS#1 to SLS#5 properties; and

  • General working capital in accordance with a work program and budget agreed upon between Rockcliff, Norvista and Greenstone.

Proceeds from the sale of the FT Shares and the Additional FT Shares will be used by Rockcliff over the period ending December 31, 2020 for exploration activities that will qualify as “Canadian Exploration Expenses” (within the meaning of the Tax Act).

Pursuant to an investor rights agreement between Rockcliff and Greenstone dated February 20, 2019,  into which the parties have entered in connection with the Greenstone Commitment and the Greenstone Subscription, Greenstone shall be granted certain investor rights for as long as Greenstone holds at least 10% of issued and outstanding Rockcliff Shares including: (i) the right to participate in future offerings of securities of Rockcliff (each an “Offering”) so as to maintain Greenstone’s pre-Offering ownership percentage in Rockcliff; (ii) the right to nominate a representative to Rockcliff’s  project steering committee in respect of Rockcliff mineral exploration properties; (iii) the right to nominate one member of the board of directors of Rockcliff; and (iv) a right to nominate customers in respect of off-take arrangements for production from Rockcliff’s properties.

Asset Acquisition

Rockcliff has entered into asset purchase agreements with Norvista and Akuna Minerals Inc. (“Akuna”), a private company 80% of whose common shares are held by Norvista. Pursuant to the agreement with Norvista, Rockcliff will acquire: i) 100% of Norvista’s interest in an option agreement with Hudbay Minerals Inc. (the “Talbot Option Agreement”) granting Rockcliff an option to earn a minimum 51% interest in the Talbot Property in central Manitoba (the “Talbot Property”); and, ii) 100% of Norvista’s interest in a lease agreement with CaNickel Mining Limited providing for a lease of the mill and auxiliary facilities at the Bucko Lake Mine near Wabowden, in central Manitoba (the “Bucko Mill Lease”). Pursuant to the agreement with Akuna, Rockcliff will acquire a 100% interest in certain mining claims located in central Manitoba, known as the Tower Property (the “Tower Property”), which is located approximately 40 kilometres east of the Talbot Property.

As consideration for the acquisition of the respective interests in the Talbot Option Agreement, the Bucko Mill Lease and the Tower Property (collectively, the “Asset Acquisition”), Rockcliff has agreed to issue to Norvista and Akuna a total of  88,386,667 Rockcliff Shares (the “Asset Acquisition Shares”) at a deemed price of $0.15 per share for aggregate consideration of $13,258,000.

History of the Tower Property and the Talbot Property

The Tower Property

Pursuant to an agreement dated February 21, 2008 between Pure Nickel Inc. and Rockcliff Resources Inc. (“Former Rockcliff”), the predecessor of Rockcliff, Former Rockcliff acquired an option to earn a 70% interest in the Tower Property in consideration for the expenditure of $4 million. Former Rockcliff earned a 50% interest in the Tower Property after spending $2 million on the property and Former Rockcliff and Pure Nickel entered into a joint venture agreement dated March 26, 2012, as amended, with respect to the further exploration and development of the Tower Property. Former Rockcliff had the option to earn a further 20% interest in the Tower Property for the expenditure of a further $2 million. In January 2013, Former Rockcliff commissioned and received the Tower Report. In 2014, Former Rockcliff earned its 70% interest in the Tower Property. In June of 2015, Former Rockcliff sold its 70% interest in the Tower Property to Akuna pursuant to the terms of an agreement dated April 10, 2015 (the “Tower Purchase Agreement”) that required completion of certain milestones for Akuna to earn its further interest in the Tower Property from Former Rockcliff. Akuna acquired a 30% interest from Pure Nickel pursuant to an agreement dated April 10, 2015 in consideration for a cash payment of $1 million to Pure Nickel and a further payment of $500,000 in the event that the property achieved nameplate production. Pursuant to the Tower Purchase Agreement, as amended, Akuna earned a further 14% interest in the Tower property from Rockcliff. Rockcliff is acquiring an aggregate 44% interest in the Tower Property from Akuna to hold a 100% interest in the Tower Property pursuant to the terms of the Transaction.

The Talbot Property

Pursuant to the Talbot Option Agreement dated April 14, 2014 between Former Rockcliff and a predecessor of Hudbay Minerals Inc., Former Rockcliff acquired the option to earn a 51% working interest in the Talbot Property by expending an aggregate of $6,120,000 over six years. Rockcliff had incurred expenditures sufficient to satisfy the first four years of expenditures under the Talbot Agreement plus all but approximately $205,000 of the 5th years expenditure by the spring of 2018. The expenditures required for the sixth year were $2,270,000. Pursuant to an agreement dated May 3, 2018 between Rockcliff and Norvista (the “Talbot Purchase Agreement”), Rockcliff assigned the rights and obligations under the Talbot Option Agreement to Norvista in consideration for the payment of $200,000 in cash, the commitment to spend $205,710.69 on the Talbot Property prior to April 14, 2019 and with certain other consideration to be paid in respect of the commencement of construction at the Tower Property. Norvista is assigning all of its rights and obligations in the Talbot Option Agreement back to Rockcliff and Rockcliff is releasing Norvista from its remaining obligations under the Talbot Purchase Agreement pursuant to the Transaction.

Existing Shareholder Offering

The Additional Financing will be open to participation by existing shareholders of Rockcliff (the “Existing Shareholder Offering”) resident in Canada as of the record date of February 5, 2019 (the “Record Date”). The Existing Shareholder Offering consists of up to $450,000 of the Additional Financing or 3,000,000 common shares priced at $0.15 per share. The Existing Shareholder Offering will be open for a period of up to twenty-one (21) days, expiring on the earlier of March 15, 2019 and the closing of the Additional Financing.  There is no minimum offering.  The maximum offering for existing shareholders is $450,000.  All securities issued pursuant to the Existing Shareholder Offering are subject to a statutory four month hold period and regulatory approval.

The Existing Shareholder Offering will proceed by way of an offering of subscription receipts of Rockcliff (each, a “Subscription Receipt”) issued at a price of $0.15 per regular Subscription Receipt. Upon satisfaction of the Conditions, each Subscription Receipt will, for no additional consideration, be automatically exercised into one Rockcliff Share.

The Company intends to use the proceeds raised from the Existing Shareholder Offering for general working capital.

The Existing Shareholder Offering is open to all existing shareholders of Rockcliff resident in Canada until the earlier of March 15, 2019 and the closing of the Additional Financing.  Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Bill Johnstone, Corporate Secretary of Rockcliff, at bjohnstone@grllp.com  or (416) 865-6605 to obtain a copy of the subscription agreement for Subscription Receipts.  Requests should be received by no later than March 11, 2019 so that subscription agreements can be signed and funds can be received by Rockcliff by no later than March 13, 2019.

In the existing shareholder subscription agreements, subscribers will be required to represent that they held common shares of Rockcliff on the Record Date and will continue to hold common shares on closing, indicate the total number of Subscription Receipts they wish to subscribe for at the price of $0.15 per Subscription Receipt and provide funds (certified cheque or wire transfer) for the purchase of the Subscription Receipts. The Existing Shareholder Offering is being allocated to existing shareholder subscribers on a “first come, first served” basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Shareholder Offering is reached. The sale of the Subscription Receipts will remain open until the earlier of March 15, 2019 and the full subscription for the Additional Financing. 

In the event that there is an over-subscription for Subscription Receipts as at March 13, 2019, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the Existing Shareholder Offering to a maximum of $450,000 for Subscription Receipts.  Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of Rockcliff effective as of the Record Date will be treated equally.  However, Rockcliff reserves the right not to accept subscription amounts of less than $1,800 (12,000 Subscription Receipts) in respect of Subscription Receipts to avoid disproportionate administrative costs.  Rockcliff is using other available exemptions to place the Additional Financing.

The Existing Shareholder Offering is being made under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions relating to distributions to existing security holders and under Multilateral CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders and the legislation adopted pursuant thereto in other jurisdictions in Canada, as well as under other applicable exemptions without issuing a prospectus.  The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period for all investments made under this exemption unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer, in which case the investment can exceed $15,000. 

Transaction Approval

These transactions including the release of funds pursuant to the Subscription Receipts are conditional on the completion of the Transaction and the receipt of requisite shareholder and stock exchange approvals, including the approval by shareholders of Rockcliff of the change of control of Rockcliff resulting from the completion of the Transaction, and the approval of the shareholders of Norvista of the asset sales. Securities issued pursuant to the FT Financing, the Greenstone Subscription and the Additional Financing will be subject to a statutory four month and one day hold period from the closing of the Subscription Receipts financings. Securities issued pursuant to the FT Financing and the Asset Acquisition will be subject to a statutory four month and one day hold period from the Closing of the Transaction. The Asset Acquisition Shares and the shares acquired by Greenstone pursuant to the Greenstone Commitment and the Greenstone Subscription shall be subject to escrow in accordance with the terms of National Policy 46-201 - Escrow for Initial Public Offerings, to be released on the basis that Rockcliff is deemed to be an emerging issuer as defined therein.

The Transaction which qualifies as a “reverse take-over” under the policies of the TSX-V, will be subject to TSX-V approval. Rockcliff is arm’s length to Greenstone. Rockcliff and Norvista are "non-arm's length parties" as Bruce Durham and Donald Christie serve on the respective boards of directors of both Rockcliff and Norvista. Rockcliff will require shareholder approval of the Transaction pursuant to the policies of the TSX-V, as Greenstone and Norvista will both become “control persons” of Rockcliff on closing. Rockcliff will apply to the TSX-V for a waiver from the requirement to engage a sponsor with respect to the Transaction; however, there is no assurance that a waiver will be granted. Rockcliff intends to include any additional information regarding sponsorship in a subsequent press release. The Transaction is also subject to satisfaction of certain other closing conditions customary in transactions of this nature.

Interim CFO

Rockcliff also wishes to announce that its CFO Daniel Crandall has resigned. Mr. Aamer Siddiqui has been appointed Interim CFO, subject to regulatory approval, pending completion of the Transaction when Rockcliff will appoint a permanent CFO. Mr. Siddiqui is a Manager of Financial Reporting at Marrelli Support Services Inc. He is a Chartered Professional Accountant and Chartered Accountant (CPA, CA) who began his career working in public accounting with one of Ontario’s largest external audit firms. He has 7 years of experience providing financial and management advisory, budgeting, and tax services to a wide range of clients. He has extensive experience helping fast growing companies manage their regulatory reporting requirements as well as providing valuable insight to aid in management’s strategic decisions.

Full details of the Transaction will be included in the management information circular of Rockcliff to be mailed to its shareholders and posted on www.sedar.com. It is anticipated that the meeting of Rockcliff shareholders and the closing will take place by the end of April 2019.

Bruce Durham, P.Geo., Chairman of the board of Rockcliff and Ken Lapierre, P. Geo., President & CEO of Rockcliff both Qualified Persons as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, are responsible for the scientific and technical data presented herein and have reviewed, prepared and approved this press release.

About Rockcliff

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes 9 of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately US$430 million in committed long-term capital.  With more than 100 years collective experience, predominantly fulfilling senior roles within mining companies, financial institutions and principal investing, Greenstone understands the sector, its value drivers and inherent risks.  As such Greenstone is able to make long term investments which better aligns itself to management decision making.

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

Early Warning Reports

Assuming the completion of the Asset Acquisition, Norvista, Akuna and Norvista Capital 1 Limited Partnership which previously jointly beneficially controlled 4,761,904 Rockcliff Shares, or approximately 1.5% of the issued and outstanding Rockcliff Shares, will have acquired an additional 88,386,667 Rockcliff Shares or approximately 28.0% of the issued and outstanding common shares of Rockcliff for an aggregate value of $13,258,000. Assuming the completion of the Greenstone Subscription and the Greenstone Commitment, Greenstone, which previously owned no Rockcliff Shares, will have acquired 132,580,000 Rockcliff Shares or approximately 42.0% of the issued and outstanding common shares of  Rockcliff for the aggregate value of $US15 million.

Each of Norvista, Akuna and Greenstone will be acquiring the securities of Rockcliff as part of the Transaction and for investment purposes, the completion of which is subject to, among other things approval of the shareholders of Rockcliff. Depending on market and other conditions, each of Norvista, Akuna and Greenstone may from time to time in the future increase or decrease their respective ownership, control or direction over the Rockcliff securities as circumstances warrant. For the purposes of this notice, the Head Office of each of Norvista and Akuna is 141 Adelaide St. West, Suite 1660, Toronto, Ontario M5H 3L5; and the Head Office of Greenstone is East Wing, Trafalgar Court Les Banques, St Peter Port, Guernsey.

In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning Reports in respect of acquisition of Rockcliff Shares by Norvista and Akuna and by Greenstone will be filed under Rockcliff’s SEDAR Profile at www.sedar.com.

TSX-V Approvals

Completion of the transactions described herein is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval for both Rockcliff and Norvista. Where applicable, the transactions described herein cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions described herein will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transactions described herein, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Rockcliff should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

For more information, please visit http://rockcliffmetals.com.
Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.com

CHF Capital Markets
Cathy Hume, CEO
Phone: (416) 868-1079 ext.231
cathy@chfir.com

Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release includes, but is not limited to, the closing of the Transaction, anticipated exploration and development of Rockcliff’s Manitoba properties, satisfaction of closing conditions for the Transaction and Additional Financing approval of the TSX-V, approval by the shareholders of Rockcliff and the potential for exploration.

This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Rockcliff to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Rockcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Rockcliff does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the 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 news release.

NORVISTA CAPITAL CORPORATION ANNOUNCES $13.3 MILLION SALE OF ITS MANITOBA ASSETS TO ROCKCLIFF METALS CORPORATION

TORONTO, February 22, 2019 – Norvista Capital Corporation (“Norvista”) (TSX-V: NVV) is very pleased to announce the sale of its three Manitoba assets to Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF). The aggregate purchase price is $13,258,000 and as consideration Norvista and its 80% owned subsidiary, Akuna Minerals Inc. (“Akuna”), will receive a total of 88,386,667 shares of Rockcliff at a deemed value of $0.15 per share. Concurrent with the asset sale Rockcliff will also complete an equity financing of up to $30,000,000 with a cornerstone investment from London based private equity firm Greenstone Resources II LLP (“Greenstone”) in the amount of US $15,000,000. Upon completion of the asset sale and the concurrent financing (the “Transaction”) Norvista and its affiliates will own approximately 30% of the Rockcliff shares outstanding and Greenstone will own approximately 42%.

This transformative event will reorganize Rockcliff into a well capitalized, vertically integrated resource company with a portfolio of pre-development and exploration properties as well as access to a concentrate production facility. With a strong shareholder base Rockcliff will now be well positioned to undertake major mineral exploration and mine development programs over the next several years in the prolific Flin Flon – Snow Lake base metals mining camp in Manitoba. The Transaction is a reverse take-over for the purposes of the policies of the TSX Venture Exchange (“TSX-V”). The Board of Directors of each of Norvista and Rockcliff unanimously support the Transaction. As at the date of this announcement 53% of Norvista shareholders and 36.8% of Rockcliff shareholders have provided irrevocable undertakings and consents to vote in support of the Transaction. The Transaction is expected to close in April, 2019.

Don Christie, the President and CEO of Norvista, commented, “Norvista has spent a considerable amount of time and effort over the last several years assembling its Manitoba asset portfolio and working with a number of groups to find the optimal mix of both operating and financial partners. We are convinced that Rockcliff and Greenstone have the vision and the resources to unlock significant value in our key assets and in Rockcliff’s extensive portfolio of more advanced and early stage exploration properties. Investors can now track the increase in the value of these assests through our significant holding of Rockcliff shares. Manitoba is a top-tier global mining jurisdiction and we are very enthusiastic about the prospects of Rockcliff becoming a base metals producer. The Transaction unquestionably provides the right combination of organization, stewardship, financial support and expertise to make this a successful venture.”

Mark Sawyer, a Senior Partner and a co-founder of Greenstone, commented, “Greenstone is delighted to be a cornerstone investor in Rockcliff. We have confidence in the potential of Rockcliff and the ability of management to undertake mineral development in the Province of Manitoba. Our goal is to make Rockcliff a significant base metal development and production company.”

Ken Lapierre, President and CEO of Rockcliff, commented, “This is a transformational moment in Rockcliff’s 13 year history. Gaining the confidence of private equity firm Greenstone, as well as purchasing a leased mill complex and the advanced stage Talbot and Tower copper assets from Norvista is a testament to both companies’ vision of growth and confidence in Rockcliff’s ability to succeed in this well-endowed mineral belt. With the support of our new partners and the continued support of our existing shareholders we now have the ability to unlock the full potential of our extensive property portfolio. We look forward to completing this transaction and commencing exploration and development.”

Transaction Overview

The Transaction will transform Rockcliff into a well capitalized base metals focused mine developer and explorer with high-grade deposits, access to a concentrate production facility and a significant land package of highly prospective exploration properties all located in Manitoba.

Manitoba is one of the most permitting friendly jurisdictions in Canada. Should the economic viability and technical feasibility of the projects be established the Transaction will allow Rockcliff to execute a “Hub and Spoke” development strategy from a centralized milling facility and transition into a copper-focused producer with low capital costs to production. Upon completion of the Transaction, the assets comprising the Hub and Spoke strategy are as follows:

Talbot Option Agreement: Rockcliff will be assigned the option agreement between Norvista and Hudbay Minerals Inc. and will receive an earn-in option to acquire a minimum 51% ownership interest in the Talbot Property. The Property hosts the Talbot copper deposit, a high-grade 4.2 million tonne National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) Inferred mineral resource grading 1.61% Cu, 1.4% Zn, 1.77 g/t Au and 27.96 g/t Ag as disclosed in the Rockcliff press release dated January 19, 2018. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

Tower Deposit: After acquiring Norvista’s interest in the Tower Property Rockcliff will have a 100% ownership interest in the Tower Property, including the Tower deposit, a high-grade 1.08 million tonne NI 43-101 Indicated mineral resource grading 3.73% Cu, 1.05% Zn, 0.55 g/t Au and 17.28 g/t Ag plus a 1.25 million tonne NI 43-101 Inferred mineral resource grading 2.0% Cu, 1.02% Zn, 0.27 g/t Au and 9.78 g/t Ag as disclosed in the Rockcliff press release dated March 30, 2015.  Mineral resources are not mineral reserves and do not have demonstrated economic viability. The Tower Deposit is located approximately 40 kilometres east of the Talbot Deposit.

Bucko Mill Lease: Norvista, as Lessee, will be assigning its rights in the Buckco Mill Lease to Rockcliff.   The initial term of the lease is for a period of 7 years and will give Rockcliff full access to the Bucko Lake mill and tailings storage facilities located approximately 115 kilometres north east of the Tower Deposit near Wabowden, Manitoba.


Property Holdings:  Rockcliff currently holds approximately 4,000 square kilometres of exploration property in the prolific Flin Flon – Snow Lake greenstone belt, home to the largest Paleoproterozoic Volcanogenic Massive Sulphide district in the world. This extensive property portfolio specifically includes:


Rail Property: Rockcliff currently owns a 100% ownership interest in the Rail Property, hosting the     Rail deposit, a high grade 822,000 tonne NI 43-101 Indicated mineral resource grading 3.04% Cu, 0.99% Zn, 0.7 g/t Au and 9.3 g/t Ag as disclosed in the Rockcliff press release dated July 24, 2018. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

Historical Deposits: Rockcliff also owns six historical underexplored base metal deposits, all open along strike and at depth with significant growth potential.

The Talbot Report is currently filed on the SEDAR profile for Rockcliff and the Tower Report is currently filed on the SEDAR profile for Former Rockcliff (as defined below).  The mineral resource estimate relating to the Talbot Property is viewed as current. The mineral resource estimate relating to the Tower Property is not viewed as current and will be updated.  Norvista did not prepare its own resource estimate for the Tower Property as required by NI 43-101. Norvista will be relying on the existing technical reports and the updated technical report to support the disclosure of resource estimates it has made as the existing property owner.

Norvista has sought shareholder approval for the Transaction by way of written consent, and written consents have been obtained from shareholders holding 53% of the issued and outstanding shares of Norvista.  As a result, shareholder approval has been obtained in satisfaction of regulatory requirements. Rockcliff will be calling an Annual and Special Meeting of the shareholders of Rockcliff (the “Meeting”) for mid April 2019 to seek shareholder approval for the Transaction. Full particulars of the Transaction will be included in the management information circular (the “Management Information Circular”) mailed to shareholders in respect of the Meeting. Further particulars of the timing of the Meeting will be provided in a subsequent press release.

Red Cloud Klondike Strike Inc. has been engaged by the Board of Directors of Rockcliff, pursuant to an engagement letter dated February 8, 2019, to prepare an opinion as to the fairness, from a financial point of view, of the Transaction to the shareholders of Rockcliff (the “Fairness Opinion”). Further particulars of the Fairness Opinion will be provided in due course. The Fairness Opinion will be disclosed in and included with the Management Information Circular.

Asset Acquisition

Rockcliff has entered into asset purchase agreements with Norvista and Akuna. Pursuant to the agreement with Norvista, Rockcliff will be assigned the Talbot Option Agreement and the Bucko Mill Lease Agreement for aggregate share consideration valued at $9,943,500. Norvista will receive 66,290,000 Rockcliff common shares at a deemed value of $0.15 per share. Pursuant to the agreement with Akuna, Rockcliff will acquire a 100% interest in certain mining claims located in the Province of Manitoba, known as the Tower Project for share consideration valued at $3,314,500. Akuna will receive 22,096,667 Rockcliff common shares at a deemed value of $0.15 per share.  Akuna is 80% owned by Norvista.

History of the Tower Property and the Talbot Property

Tower Property: Pursuant to an agreement dated February 21, 2008 between Pure Nickel Inc. (“Pure Nickel”) and Rockcliff Resources Inc. (“Former Rockcliff”), the predecessor of Rockcliff, Former Rockcliff acquired an option to earn a 70% interest in the Tower Property in consideration for the expenditure of $4 million. Former Rockcliff earned a 50% interest in the Tower Property after spending $2,000,000 on the property and Former Rockcliff and Pure Nickel entered into a joint venture agreement dated March 26, 2012, as amended, with respect to the further exploration and development of the Tower Property. Former Rockcliff had the option to earn a further 20% interest in the Tower Property for the expenditure of a further $2,000,000. In January 2013, Former Rockcliff commissioned and received the Tower Report. In 2014, Former Rockcliff earned its 70% interest in the Tower Property. In June of 2015, Former Rockcliff sold its 70% interest in the Tower Property to Akuna pursuant to the terms of an agreement dated April 10, 2015 (the “Tower Purchase Agreement”) that required completion of certain milestones for Akuna to earn its further interest in the Tower Property from Former Rockcliff. Akuna acquired a 30% interest in the Tower Property from Pure Nickel pursuant to an agreement dated April 10, 2015 in consideration for a cash payment of $1,000,000 and a further payment of $500,000 in the event that the Tower Property achieves nameplate production. Pursuant to the Tower Purchase Agreement, as amended, Akuna earned a further 14% interest in the Tower property from Rockcliff. Rockcliff is acquiring an aggregate 44% interest in the Tower Property from Akuna to hold a 100% interest in the Tower Property pursuant to the terms of the Transaction.

Talbot Property: Pursuant to an agreement dated April 14, 2014 between Former Rockcliff and a predecessor of Hudbay Minerals Inc. (the “Talbot Agreement”), Former Rockcliff acquired the option to earn a 51% working interest in the Talbot Property by expending an aggregate of $6,120,000 over six years. Rockcliff had incurred expenditures sufficient to satisfy the first four years of expenditures under the Talbot Agreement plus all but approximately $205,000 of the 5th years expenditure by the spring of 2018. The expenditures required for the sixth year are $2,270,000 and must be completed by April 14, 2020. Pursuant to an agreement dated May 3, 2018 between Rockcliff and Norvista (the “Talbot Purchase Agreement”), Rockcliff assigned the rights and obligations under the Talbot Agreement to Norvista in consideration for the payment of $200,000 in cash, the commitment to spend $205,000 on the Talbot Property prior to April 14, 2019 and with certain other consideration to be paid in respect of the commencement of construction of the Tower Project. Norvista is assigning all of its rights and obligations in the Talbot Agreement back to Rockcliff and Rockcliff is releasing Norvista from its remaining obligations under the Talbot Purchase Agreement pursuant to the Transaction.

Rockcliff Board of Directors

The Board of Directors of Rockcliff will initially consist of five members, being Don Christie on behalf of Norvista, Mark Sawyer on behalf of Greenstone, Ken Lapierre on behalf of Rockcliff and two other independent non-executive directors to be announced prior to the closing of the Transaction. There will also be further announcements regarding senior officers of Rockcliff to be appointed upon completion of the Transaction.

Rockcliff Flow Through Financing, Greenstone Investment & Additional Financing

In connection with the Transaction and as part of the reorganization effort, Greenstone will fund US$15,000,000 of a total equity financing package for Rockcliff of up to $30,000,000 comprised of the following tranches:

  • Flow-through Financing.  Rockcliff will undertake a flow-through equity financing of approximately $19,862,600 (the “FT Financing”) consisting of approximately 82,760,833 common shares of Rockcliff that qualify as flow-through shares (the “FT Shares”) for purposes of the Income Tax Act (Canada) (the “Tax Act”) priced at $0.24 per FT Share. The FT Shares are part of a donation arrangement structured by PearTree Securities Inc. Greenstone will acquire the 82,760,833 shares indirectly through the donation arrangement at $0.15 per share for a total cost of approximately $12,414,126 (the “Greenstone Commitment”), with the flow-through investors retaining the tax benefits of the flow-through share structure.

  • Greenstone Investment.  Greenstone will complete a hard dollar equity financing of approximately $7,472,875 consisting of approximately 49,819,167 common shares of Rockcliff priced at $0.15 per share (the “Greenstone Subscription”).

  • Additional Financing.  Concurrently with the Greenstone Subscription and the Greenstone Commitment, Rockcliff intends to complete an additional best efforts financing of up to $2,601,500 (the “Additional Financing”) from existing shareholders of Rockcliff (see heading “Existing Shareholder Offering” below) and third party accredited investors. The Additional Financing will comprise a $1,601,500 hard dollar financing consisting of Rockcliff common shares (“Rockcliff Shares”) priced at $0.15 per share and a $1,000,000 flow-through financing consisting of common shares of Rockcliff that qualify as flow-through shares for purposes of the Tax Act (the “Additional FT Shares”) priced at $0.20 per Additional FT Share. Red Cloud Klondike Strike Inc. will act as a finder in respect of the Additional Financing.

The Greenstone Subscription and the Additional Financing will proceed by way of an offering of subscription receipts of Rockcliff (each, a “Subscription Receipt”) issued at a price of $0.15 per regular Subscription Receipt and at a price of $0.20 per flow-through Subscription Receipt. Release of the funds to be held in escrow pursuant to the Subscription Receipts financings will be conditional upon receipt of Rockcliff shareholder approval to the Transaction, the closing of the Asset Acquisition (referred to below) and regulatory approval to list the shares issued pursuant to the Transactions (the “Conditions”). Upon satisfaction of the Conditions, each Subscription Receipt will, for no additional consideration, be automatically exercised into one Rockcliff Share.

Rockcliff shall use the proceeds of the FT Financing, the Greenstone Subscription and the Additional Financing to:

  • Complete infill drilling and a pre-feasibility study to potentially advance the Talbot project to a construction decision;

  • Complete infill drilling and a pre-feasibility study to potentially advance the Tower project to a construction decision;

  • Complete 95,000 metres of exploration drilling across the Talbot, Tower, Rail, Bur, Freebeth, Lon, Morgan, Pen, Tramping and Copperman properties and targets identified across the SLS#1 to SLS#5 properties; and

  • General working capital in accordance with a work program and budget agreed upon between Rockcliff, Norvista and Greenstone.

Proceeds from the sale of the FT Shares and the Additional FT Shares will be used by Rockcliff over the period ending December 31, 2020 for exploration activities that will qualify as “Canadian Exploration Expenses” (within the meaning of the Tax Act).

Pursuant to an investor rights agreement between Rockcliff and Greenstone dated February 20, 2019,  into which the parties have entered in connection with the Greenstone Commitment and the Greenstone Subscription, Greenstone shall be granted certain investor rights, including: (i)  for as long as Greenstone holds at least 10% of issued and outstanding Rockcliff Shares, the right to participate in future offerings of securities of Rockcliff (each an “Offering”) so as to maintain Greenstone’s pre-Offering ownership percentage in Rockcliff; (ii) the right to nominate a representative to Rockcliff’s  project steering committee in respect of Rockcliff mineral exploration properties; (iii) for as long as Greenstone holds at least 10% of issued and outstanding Rockcliff Shares, the right to nominate one member of the board of directors of Rockcliff; and (iv) a right to nominate customers in respect of off-take arrangements for production from Rockcliff’s properties.

Transaction Approval

These transactions including the release of funds pursuant to the Subscription Receipts are conditional on the completion of the Transaction and the receipt of requisite shareholder and stock exchange approvals, including the approval by shareholders of Rockcliff of the change of control of Rockcliff resulting from the completion of the Transaction, and the approval of the shareholders of Norvista of the asset sales. Securities issued pursuant to the FT Financing, the Greenstone Subscription and the Additional Financing will be subject to a statutory four month and one day hold period from the closing of the Subscription Receipts financings. Securities issued pursuant to the FT Financing and the Asset Acquisition will be subject to a statutory four month and one day hold period from the Closing of the Transaction. The Asset Acquisition Shares and the shares acquired by Greenstone pursuant to the Greenstone Commitment and the Greenstone Subscription shall be subject to escrow in accordance with the terms of National Policy 46-201 - Escrow for Initial Public Offerings, to be released on the basis that Rockcliff is deemed to be an emerging issuer as defined therein.

The Transaction which qualifies as a “reverse-take-over” of Rockcliff under the policies of the TSX-V, will be subject to TSX-V approval. Rockcliff is arm’s length to Greenstone. Rockcliff and Norvista are "non-arm's length parties" as Bruce Durham and Donald Christie serve on the respective boards of directors of both Rockcliff and Norvista. Rockcliff will require shareholder approval of the Transaction pursuant to the policies of the TSX-V, as Greenstone and Norvista will both become “control persons” of Rockcliff on closing. Rockcliff will apply to the TSX-V for a waiver from the requirement to engage a sponsor with respect to the Transaction; however, there is no assurance that a waiver will be granted. Rockcliff intends to include any additional information regarding sponsorship in a subsequent press release. The Transaction is also subject to satisfaction of certain other closing conditions customary in transactions of this nature.

Full details of the Transaction will be included in the management information circular of Rockcliff to be mailed to its shareholders and posted on www.sedar.com. It is anticipated that the meeting of Rockcliff shareholders and the closing will take place by the end of April 2019.

Bruce Durham, P.Geo., Chief Operating Officer and a director of Norvista, is a Qualified Persons as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects.  Mr. Durahm is responsible for the scientific and technical data presented herein and has reviewed, prepared and approved this press release.

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

About Rockcliff

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes 9 of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately US$430 million in committed long-term capital. With more than 100 years collective experience, predominantly fulfilling senior roles within mining companies, financial institutions and principal investing, Greenstone understands the sector, its value drivers and inherent risks. As such Greenstone is able to make long term investments which better aligns itself to management decision making.

Early Warning Reports

Assuming the completion of the Asset Acquisition, Norvista, Akuna and Norvista Capital 1 Limited Partnership which previously jointly beneficially controlled 4,761,904 Rockcliff Shares, or approximately 1.5% of the issued and outstanding Rockcliff Shares, will have acquired 88,386,667 Rockcliff Shares or approximately 28.0% of the issued and outstanding common shares of Rockcliff for an aggregate value of $13,258,000. Assuming the completion of the Greenstone Subscription and the Greenstone Commitment, Greenstone, which previously owned no Rockcliff Shares, will have acquired 132,580,000 Rockcliff Shares or approximately 42.0% of the issued and outstanding common shares of Rockcliff for the aggregate value of $US15 million.

Each of Norvista, Akuna and Greenstone will be acquiring the securities of Rockcliff as part of the Transaction and for investment purposes, the completion of which is subject to, among other things approval of the shareholders of Rockcliff. Depending on market and other conditions, each of Norvista, Akuna and Greenstone may from time to time in the future increase or decrease their respective ownership, control or direction over the Rockcliff securities as circumstances warrant. For the purposes of this notice, the Head Office of each of Norvista and Akuna is 141 Adelaide St. West, Suite 1660, Toronto, Ontario M5H 3L5; and the Head Office of Greenstone is East Wing, Trafalgar Court Les Banques, St Peter Port, Guernsey.

In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning Reports in respect of acquisition of Rockcliff Shares by Norvista and Akuna and by Greenstone will be filed under Rockcliff’s SEDAR Profile at www.sedar.com.

TSX-V Approvals

Completion of the transactions described herein is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval for both Rockcliff and Norvista. Where applicable, the transactions described herein cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions described herein will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transactions described herein, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Rockcliff should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

For further information, please contact:


Norvista Capital Corporation

Don Christie

Off: (416) 504-4171

dchristie@norvistacapital.com


Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release includes, but is not limited to, the closing of the Transaction, anticipated exploration and development of Rockcliff’s Manitoba properties, satisfaction of closing conditions for the Transaction and Additional Financing approval of the TSX-V, approval by the shareholders of Rockcliff and the potential for exploration.

This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Rockcliff to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Rockcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Rockcliff does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the 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 news release.



Minera Alamos Receives Additional Gold Sale Proceeds and Prepares for Phase 2 Drilling at the Santana Gold Project, Sonora, Mexico

Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - February 19, 2019) - Minera Alamos Inc. (TSXV: MAI) ("Minera Alamos" or the "Company")  is pleased to report a further gold sale from residual leaching of its 50,000 t bulk leach test at the Santana gold project in Sonora, Mexico.

A gold/silver sale for the 162 oz of contained gold and 54 oz of contained silver was made resulting in net proceeds of US$213,000 received by the Company.

Although the majority of the recoverable gold has now been extracted from the bulk test material, limited residual leaching continues. The cumulative gold recovered from the bulk test activities to date is as follows:

Total Gold Recovered - 1,060 oz Au

Calculated Recovered Gold - 0.66 g/t Au (based on total mineralized material loaded to the heap leach test area)

As previously stated by the Company (see news release July 26th, 2018) the results achieved from the bulk sample leaching testwork met or exceeded expectations across the range of crush sizes that were tested. The positive results led to the filing in 2018 of permit amendments to allow for the development of a commercial scale operation at the Santana project site. The Company awaits notice of final approval for these permits.

Phase 2 Exploration Planning Complete

Following the successful Phase 1 results achieved in late 2018, the Company has also completed its exploration plans for a Phase 2 exploration and development drilling program at the Santana project. The program is currently planned to total in excess of 10,000 m and is expected to run throughout the year. Phase 2 work will include expansion drilling at the Nicho and Nicho Norte deposits and exploration drilling at a number of high priority targets:

Nicho/Nicho Norte - 20-30 infill and step out holes (~4,000m) - Drilling will seek to further expand on the step-out drill holes from Phase 1 drilling that included: 127m grading 0.81 g/t Au and 80m grading 1.05 g/t Au (see news releases dated October 11th, 2018, October 17th, 2018 and November 1st, 2018)Divisadero - 20 holes (3,000m) to follow up on a Phase 1 discovery hole containing 95.7m at 0.85 g/t Au and 0.33% Cu (see news release dated October 25th, 2018) and the subsequent mapping of over 400m of the related porphyry style outcrop and float (announced in the news release dated November 15th, 2018).Zata - 5-10 holes (~1,500m) which will be the first holes in this new breccia pipe discovery (see news release dated October 1st, 2018)Benjamin - 5-10 holes (~1,500m) to further understand historical drilling which yielded results including 2.3 g/t Au & 444.0 g/t Ag over 19.8 m and 0.70 g/t Au over 93.0 m yet has remained undrilled since 2011.Ubaldo - 5-10 holes (~1,500m) to follow up on a historic target with utilizing the new geological models for the project area.

All target areas are located within 3km of the currently proposed commercial leach pad area for which the Company awaits notice of approval for permits submitted last year.

For Further Information Please Contact:

Minera Alamos Inc.
Doug Ramshaw, President
Tel: 604-600-4423
Email: dramshaw@mineraalamos.com
Website: www.mineraalamos.com

About Minera Alamos 

Minera Alamos is an advanced-stage exploration and development company with a growing portfolio of high-quality Mexican assets, including the La Fortuna open-pit gold project in Durango with positive PEA completed, the Santana open-pit heap-leach development project in Sonora with test mining and processing completed and the Guadalupe de Los Reyes open-pit gold-silver project in Sinaloa with mine planning in progress. The Company is awaiting the pending approval of permit applications related to the commercial production of gold at both the Santana and Fortuna projects.

The Company's strategy is to develop low capex assets while expanding the project resources and pursue complementary strategic acquisitions.

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and approved the scientific and technical disclosures in this news release.

Caution Regarding Forward-Looking Statements 

This news release may contain forward-looking information and Minera Alamos cautions readers that forward-looking information is based on certain assumptions and risk factors that could cause actual results to differ materially from the expectations of Minera Alamos included in this news release. This news release includes certain "forward-looking statements", which often, but not always, can be identified by the use of words such as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". These statements are based on information currently available to Minera Alamos and Minera Alamos provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements with respect to Minera Alamos' future plans with respect to the Projects, objectives or goals, to the effect that Minera Alamos or management expects a stated condition or result to occur and the expected timing for release of a resource and reserve estimate on the Projects. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, the economics of processing methods, project development, reclamation and capital costs of Minera Alamos' mineral properties, the ability to complete a preliminary economic assessment which supports the technical and economic viability of mineral production could differ materially from those currently anticipated in such statements for many reasons. Minera Alamos' financial condition and prospects could differ materially from those currently anticipated in such statements for many reasons such as: an inability to finance and/or complete an updated resource and reserve estimate and a preliminary economic assessment which supports the technical and economic viability of mineral production; changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with Minera Alamos' activities; and other matters discussed in this news release and in filings made with securities regulators. This list is not exhaustive of the factors that may affect any of Minera Alamos' forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Minera Alamos' forward-looking statements. Minera Alamos does not undertake to update any forward-looking statement that may be made from time to time by Minera Alamos or on its behalf, except in accordance with applicable securities laws. 

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42908

Minera Alamos Provides Year-End Development Update for Santana Gold Project, Sonora, Mexico

Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - December 4, 2018) - Minera Alamos Inc. (TSXV: MAI) ("Minera Alamos" or the "Company") is pleased to provide an update of its 2018 development activities at the Santana gold project located in Sonora, Mexico. Since the project was acquired as part of the merger completed in April this year with Corex Gold, the Company has aggressively advanced the Santana project.

"As the year draws to a close the Minera Alamos team has made excellent progress at Santana in anticipation of what we expect to be our first commercial mine in 2019. The consistent recovered grade from the bulk test work at Nicho Norte coupled with low cyanide consumption suggests the potential for a robust open-pit, heap-leach operation. As a result, discussions with mining contractors have been initiated in anticipation of approval of our commercial permit applications and making a final construction decision," stated Minera Alamos President Doug Ramshaw. "The recent approvals of the Company's permit applications at the La Fortuna gold project exemplify a core competency of our team and its experience of working within the permitting environment in Mexico. We expect that these efforts will be equally successful at the Company's Santana project and look forward to providing our shareholders with the news of those permits in near future."

Test Mining and Mine Development Activities
Over 50,000 t of mineralized material was mined from Nicho Norte and heap leach tested to evaluate grades, recoveries, reagent consumptions and the impact of crush size.

Cumulative overall gold production from the test mining now totals 1,040 oz and represents a recoverable gold grade approaching 0.65 g/t Au.

Crush sizes for the various leach test phases varied from coarse crushing (<3") to fine crushing (<1.2-5/8') and agglomeration. Ultimate gold recoveries from all tests were excellent and consistent with the overall cumulative average. Crush size will ultimately be fine tuned to maximize future profitability at a proposed commercial scale.

While the use of fine crushing/agglomeration appears to improve the gold leach kinetics, ultimate recoveries remained similar to those achieved leaching coarse material.

Cumulative reagent consumptions for the bulk test are low amounting to <0.20 kg/t for both cyanide and lime.

The application for commercial-scale operating permits was submitted (see news release dated July 26th 2018), and the Company anticipates positive notification in the near future.

Leaching from the test pad is winding down; however, the Company is still recovering residual gold and has recently shipped additional gold in concentrate totaling approximately 150 oz. One final shipment is anticipated as this residual leaching draws to a close.

Exploration Successes
A successful Phase 1 drill program yielded positive results from the Nicho Main area including 127.0 m of 0.81 g/t Au, 80.4 m of 1.05 g/t Au and 93.5 m of 0.65 g/t Au with mineralization extending from/near surface (see news releases dated October 11th 2018, October 17th 2018 and October 25th 2018).

The Phase 1 drill program resulted in the discovery of the Divisadero porphyry target located approximately 200 m north of the Nicho Norte zone, returning 95.7 m of 0.85 g/t Au, 9.8 g/t Ag and 0.33% Cu. Mapping and sampling has outlined a

mineralized surface expression in excess of 200m x 300m (see news releases dated October 25th 2018 and November 15th 2018).

The Phase 2 drilling program will commence shortly to follow up on new discoveries made at Santana.

Ongoing Activities
As the Company awaits notification of its commercial-scale operation permit it has been active in developing strategy for a rapid shift to development and construction of a new mine including:

  • Contract negotiations with mining contractors

  • Water well drilling planning

  • Updating of the geological models based on results from Phase 1 drilling

  • Phase 2 drill program to follow up on recent discoveries

  • All these activities will contribute to a formal construction decision
    the Company anticipates making in the first quarter of 2019.

Figure 1 - Santana proposed gold heap leach operations site arrangement


To view an enhanced version of Figure 1, please visit: https://orders.newsfilecorp.com/files/4183/41438_86a843ece4fc7926_002full.jpg

Note: The Company is not basing any production decision on a feasibility study of mineral reserves demonstrating economic and technical viability. Minera Alamos acknowledges and advises there is increased uncertainty and that there are specific economic and technical risks of failure associated with any production decision. The Company believes the historic experience and track record of senior management with gold heap leaching and by advancing in careful prudent steps helps ameliorate possible technical risks.

Nevada Zinc Corporation Announces Commencement of Preliminary Economic Assessment on Lone Mountain Zinc Project in Nevada, USA

TORONTO, November 26, 2018 – Nevada Zinc Corporation (the "Company" or "Nevada Zinc") (TSX Venture: “NZN”) is very pleased to announce the commencement of a Preliminary Economic Assessment ("PEA") on the Company's flagship, 100%-owned, Lone Mountain Zinc Project, located in Eureka County, Nevada, USA.

The objectives and timing of the PEA include:

  • Completion of an independent preliminary scoping-level engineering analysis of the project with the aim of producing zinc chemical compounds, which includes zinc sulphate, and zinc concentrate;

  • Providing an estimate of the potential economic value of the project;

  • Providing an estimate of the project’s capital costs, operating costs, as well as sustaining costs;

  • Providing a conceptual economic model of the project over the life-of-mine;

  • The PEA is scheduled to be completed and filed in the first quarter of 2019.

Bruce Durham, President and CEO, commented "The commencement of the Lone Mountain PEA marks another major step forward for the Company following completion and filing of the Inferred Mineral Resource Estimate in September of this year. This will be a pivotal phase for Nevada Zinc as we fast-track the development of the Lone Mountain Project as a zinc chemical compounds and oxide concentrate project. Our shareholders are uniquely positioned to benefit from the potential  increase in zinc chemical compounds demand throughout North American markets.”

Don Christie, CFO and Director, stated "The PEA will provide us with a solid base from which we will be able to communicate the economic characteristics of the Lone Mountain Project and we expect this to be a very exciting and rewarding time for Nevada Zinc.”

About Nevada Zinc

Nevada Zinc is a discovery driven mineral exploration company with a proven management team focused on identifying unique mineral exploration opportunities that have the potential to provide significant economic value to its shareholders.

The current focus of the Company is the development of the Lone Mountain Zinc Project comprised of 231 claims covering over 1,619 hectares (4,000 acres) near Eureka, Nevada.

The Lone Mountain Project is located in east-central Nevada and is easily accessible via paved and gravel roads northwesterly from Eureka where all essential services are available. The Project includes options, leases or purchase agreements to acquire 100% interests in all properties along the entire key structural trend which extends for more than four kilometres.

Bruce Durham P.Geo, President and CEO of Nevada Zinc is a Qualified Person, as that term is defined by Canadian regulatory guidelines under National Instrument 43-101, and has read and approved the technical information contained in this press release.

The Company has completed 85 reverse circulation drill holes and 13 core drill holes . Results from the drill programs have shown numerous broad intersections of medium to high grade, non-sulphide, zinc mineralization in two locations both of which are located between surface and a depth of approximately 250 metres, most of which may potentially be mined using open pit methods.

Additional information about the Company is available on the Company’s website: www.nevadazinc.com


For further information contact:
Nevada Zinc Corporation
Suite 1660, 141 Adelaide St. West
Toronto, Ontario M5H 3L5
Tel: 416-504-8821
Bruce Durham, President and CEO
bdurham@nevadazinc.com


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX enture Exchange) accepts responsibility for the adequacy or accuracy of this release.


This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc.  Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.



Minera Alamos Receives Positive Notice Regarding Permit Applications for La Fortuna Gold Project in Durango, Mexico

Toronto, Ontario and Vancouver, British Columbia — (Newsfile Corp. - November 21, 2018) - Minera Alamos Inc. (TSXV: MAI) ("Minera" or the "Company") is pleased to announce that it has received a positive notification from the Mexican environmental authorities (Secretaria de Medio Ambiente y Recursos Naturales - "SEMARNAT") regarding the Company's permit application (MIA/ETJ) for the development of the La Fortuna Gold Project ("Fortuna"). The notification confirms the successful completion of the technical review phase of the Company's application (Estudio Tecnico Justificativo - "ETJ") for the change of land use to construct mining and processing facilities at the Fortuna project area. Following the completion of the change of land use payments, SEMARNAT will be in a position to issue the formal approval documentation for the project.

"The receipt of this notification represents a major milestone for the Company. Despite some procedural changes in the MIA/ETJ application process that caused early delays, the notice was received a little over a year following the completion of our strategic partnership with Osisko Gold Royalties and starts the transformation of the Company from a junior explorer to a growing gold producer," stated Darren Koningen, CEO of Minera Alamos. "Our highly experienced Mexican technical team continues to demonstrate the ability to advance concurrently our full portfolio of late-stage gold development projects. Mexico remains one of the world's premier mine development locations with respect to the timeframes required for permitting of new operations. We now eagerly await similar notifications regarding the Company's Santana gold project which remains our first priority for construction consideration in 2019 according to the Company's current development schedule."

The receipt of a MIA-ETJ permits for the Fortuna project will allow the Company to initiate applications for other state/local permits that will be required in advance of any commercial mine production. These cover activities such as water use and explosives. In addition, the Company can advance discussions with potential contractors related to mining, crushing, construction, etc. The Fortuna MIA-ETJ applications were structured to provide the Company with significant flexibility to further optimize the development approach for the project and the ability to expand the project operations organically once resources are increased.

In advance of a final construction decision, the Company has also initiated discussions with a number of project finance groups that can provide debt facilities complementary to the Fortuna royalty structure arranged with strategic partner Osisko Gold Royalties. The recently completed PEA (see news release dated August 16th 2018) for the project demonstrated an after-tax internal rate-of-return in excess of 90%, a rapid payback of capital of approximately one year and low production costs for an initial 50,000 oz (AuEq) per annum operation (see La Fortuna Gold Project below).

As planning activities are refined in the coming year (2019) the Company will provide regular updates regarding ongoing advancements at the Fortuna project. The PEA identified several opportunities to further enhance the overall project economics and these are currently under review. Included in this list are the following:

Additional metallurgical studies to further optimize the gold extraction process and improve overall metal recoveries.
A staged plant construction plan (possibly involving earlier use of ore sorting technology) to reduce the initial start-up CAPEX and then expand the facilities once production is underway.
Mine planning studies to evaluate opportunities to delay portions of early waste removal until later in the mine life Consideration of more aggressive use of ore sorting to offer additional economic benefits for the project (i.e. plant CAPEX reductions, increased mineable gold ounces, etc.)

Trade-off studies aimed at optimizing cut-off grades (with or without ore sorting) and the incorporation of additional milling capacity - the project is permitted for a 2,000 tpd operation with the PEA based on a starting rate of 1,100 tpd.

In addition to the engineering activities, the Company is also preparing for some new exploration at the Fortuna project. The footprint of the currently drilled deposit is small compared to the overall land position (6,200 Ha) and a number of other areas of historical mining activity have been identified with most having never been evaluated using modern exploration methods.

La Fortuna Gold Project

Details of potential development plans for the Fortuna Gold project were prepared in an independent Preliminary Economic Assessment ("PEA") completed by CSA Global Geosciences Canada Ltd (CSA Global) of Toronto, Canada. For a detailed

summary of the PEA contents refer to a previous news release issued by the Company dated August 16th 2018. (Note to reader: Unless stated all currency references are in US dollars).

  1. GEO-GoldEquivalentOunces

  2. "AISC per ounce" is a nonAAP financial performance measures with no standardized definition under IFRS; additional reference info at bottom of release

  3. Base case prices for gold, silver and copper were assessed at values approximately 2%-7% below the three-year trailing average prices for each of the metals and below the majority of the publicly available. Forward-looking estimates available as of July 2018

PEA Cautionary Note:

Readers are cautioned that the PEA is preliminary in nature and there is no certainty that the PEA results will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is needed to upgrade these mineral resources to mineral reserves.

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and has approved the scientific and technical disclosures in this news release.

About Minera Alamos:

Minera Alamos is an advanced-stage exploration and development company with a growing portfolio of high-quality Mexican assets, including the La Fortuna open-pit gold project in Durango with positive PEA completed, the Santana open-pit heap- leach development project in Sonora with test mining and processing completed and the Guadalupe de Los Reyes open-pit gold-silver project in Sinaloa with mine planning in progress. The Company is awaiting the pending approval of permit applications related to the commercial production of gold at both the Santana and Fortuna projects.

The Company's strategy is to develop low capex assets while expanding the project resources and pursue complementary strategic acquisitions.

Minera Alamos Defines Significant Surface Exposure Surrounding New Divisadero Porphyry Discovery Hole -- 95.7 Metres of 1.47 G/T Gold Equivalent -- at the Santana Project, Sonora, Mexico

Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - November 15, 2018) - Minera Alamos Inc. (TSXV:
MAI) (the "Company" or "Minera Alamos") is pleased to report that additional mapping and surface sampling of the new Divisadero porphyry discovery has successfully delineated a significant surface exposure of the target which remains open in all directions. To date, a combination of outcrop and limited outcrop/float samples have confirmed the expression of the known porphyry system for over 300 m before it disappears under soil cover (see figure 1).

This work was conducted following the recent success of Phase 1 drill hole S18-121 that intersected a broad zone of a porphyry hosting significant gold, silver and copper mineralization approximately 200 m north of the Nicho Norte breccia pipe. The hole was the first drilled into this new style of polymetallic mineralization that is associated with an andesite porphyry unit related to disseminated pyrite and intrusive breccias.

Divisadero Zone Highlights:

Hole S18-121 - 95.7 m of 0.85 g/t Au, 9.8 g/t Ag and 0.33% Cu - (1.47 g/t AuEQ) from 32 m

Including 70.0 m of 1.1 g/t Au, 11.8 g/t Ag and 0.56% Cu - (1.88 g/t AuEQ) beginning at 55 m down hole (see press release 2018-10-25);
Sixty-six (66) rock samples assayed with over 50% exhibiting grades in excess of 0.10 g/t gold - assays ranging up to 2.2 g/t gold;

Mineralized surface exposure surrounding drill hole S18-121 in excess of 200m x 300m;
Mineralization appears to remain open to the north and south under thin soil cover;
Extent of the gold mineralized systems surrounding the Company's flagship Nicho (Main/Norte) deposits now extends along NW-SE trend for at least 1.2-1.3 km (see figure 2).

"Following the initial drill hole discovery of the new Divisadero porphyry system, our exploration team began the process of mapping and sampling the available surface exposure around this exciting new target. With over half the surface rock samples returning greater than 0.1 g/t gold, we have confirmed the potential of the new system and have successfully followed the known extents of the Divisadero mineralization for a distance of at least 300 m before it recedes under overburden. With this new information we look forward to further defining the target in our upcoming Phase 2 drill program. As a result of this year's exploration, there are now five known areas of "Nicho-style" intrusion related gold mineralization identified at the Santana project site including the newly identified Zata and Divisadero zones. We are confident that as we expand our geological efforts more discoveries will be made." stated Darren Koningen, CEO of Minera Alamos.

Figure 1 - Divisadero Porphyry Mapping and Sampling

To view an enhanced version of Figure 1, please visit:

https://orders.newsfilecorp.com/files/4183/41084_210e7b4074c1f922_002full.jpg

Figure 2 - Divisadero Porphyry Location

To view an enhanced version of Figure 2, please visit:

https://orders.newsfilecorp.com/files/4183/41084_210e7b4074c1f922_003full.jpg

As a result of extensive weathering of the porphyry system surface exposures; copper values though elevated are lower in the surface sampling than those exhibited throughout hole S18-121 which averaged over 0.3% copper over its entire 95m length.

Exploration Plans - Phase 2 Drilling

Evaluation of the new project discoveries is ongoing and will include additional drilling as part of the Company's Phase 2 drill program that is planned to commence shortly and continue into Q1 of 2019. The work will further the understanding of the scale of the porphyry mineralization and its relationship to the mineralized breccia systems that form the predominantly gold-rich mineralization at Nicho Norte and Nicho Main to the southwest.

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and has approved the scientific and technical disclosures in this news release.

All rock samples were collected by Minera Alamos personnel including the Company's exploration geologists. Samples were bagged for analysis and sent for sample preparation at the ALS-Chemex facility in Hermosillo, Mexico. Blanks, duplicates, and standards were randomly inserted with the samples sent for analysis as part of the normal QA/QC procedures. All samples were prepared and analyzed for gold using fire assaying with AA/gravimetric finish in addition to a standard 35-element ICP suite.

Minera Alamos Intersects 127m of 0.81 g/t Gold Ending in Mineralization from Phase 1 Drilling at Santana Project, Sonora, Mexico

Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - November 1, 2018) - Minera Alamos Inc. (TSXV: MAI) (the "Company" or "Minera Alamos") is pleased to report additional results from its Phase 1 drill program at the Santana gold project, Sonora, Mexico.

Phase 1 Exploration Highlights:

Latest Hole S18-123 - 127 m of 0.81 g/t Au - Along with S18-123/124, holes S18-116/117/118/119 (previously reported) delineated broad zones of near surface mineralized extensions of the Nicho Main deposit trending southwest of previous historical drilling. Other highlights included 93.5 m of 0.63 g/t Au (S18-116) and 80.4 m of 1.05 g/t Au (S18-117).

Holes S18-123/124 which tested the SW limits of the Nicho Main zone both ended within the mineralized horizon (approximately 150m down hole at 45-degree dip) and indicate potential for deep mineralization extensions that were not considered in previous exploration programs.

New Discovery Hole S18-121 - 96 m of 1.47 g/t AuEq - First hole drilled into a new zone of gold/silver/copper mineralization (Divisadero Zone) located approximately 200m north of the previously known limits at the Nicho Main/Norte Zones. Subsequent surface mapping has confirmed that the new area appears to be open for expansion in all directions.

Discovery of New Nicho-Style Gold Structure (Zata Zone) - Over a surface area of approximately 400m x 400m, sixty- six (66) rock samples were assayed with 50% exhibiting grades suitable for heap leaching (>0.10 g/t Au).

"The Phase 1 program at the Santana gold project has been an overwhelming success," states Darren Koningen, CEO of Minera Alamos. "With the first significant exploration activity on the project since 2011 we have been able to demonstrate that the Nicho Main zone remains open for further expansion. In addition, our ongoing efforts to better understand the geological controls on gold mineralization that occur throughout the property have already been validated by the discovery of the new Divisadero and Zata zones. It is becoming increasingly evident that the mineralizing events that occurred in the Nicho area are present at shallow depths elsewhere on our extensive property holdings. Once we complete the final compilation of the current data we look forward to the initiation of a Phase 2 drilling program."

Table 1 -Nicho Zone Drilling Results Summary Table

Mineralized Interval 1,2

Composite Interval 3

Drill Hole

From (m)

To (m)

Width (m)

Gold (g/t)

Width (m)

Gold (g/t)

Area

S18-114

14.0

29.5

15.5

0.27

Nicho Satellite

And

66.2

81.1

14.9

1.40

And

107.2

117.0

9.8

0.65

And

145.5

172.0

26.5

0.21

S18-115

8.2

26.0

17.8

0.73

Nicho Satellite

And

61.0

73.8

12.8

0.17

And

123.9

129.5

5.6

0.24

S18-116

2.0

95.5

93.5

0.65

60.0

0.97

Nicho

S18-117

19.3

99.7

80.4

1.05

42.0

1.96

Nicho

S18-118

2.5

10.5

8.0

1.0

Nicho

And

48.5

73.0

24.5

0.81

And

90.0

103.6

13.6

0.29

S18-119

1.3

10.7

9.4

0.14

Nicho

And

20.5

34.9

14.4

0.33

And

77.9

82.5

4.6

0.25

S18-120

Hole abandoned due to faulting

Nicho Norte

S18-1225

No significant mineralization

Nicho Norte

S18-1234

23.2

150.5

127.3

0.81

63.7

1.55

Nicho

S18-1244

8.5

38.5

30.0

0.23

Nicho

And

85.5

160.0

74.5

0.32

Notes:

  1. Grades/widths of mineralized intervals represent complete "from" "to" drill depths as shown.

  2. Allholes(withtheexceptionofS18-122whichwasdrilledvertically)weredrilledat45-70degreeinclinationsdesignedto

    be roughly perpendicular to the understood dip of mineralized structures based on the current understanding of the

    geological structures. The true widths of the mineralized zones in these areas are currently unknown.

  3. Grade/widthofcompositeintervalsisatotalofallmineralizedintervalsthathavegoldgradesequaltoorinexcessof

    "typical" open-pit mining heap leach cut-off grades of 0.15 g/t gold.

  4. Holeendedinmineralization

  5. HoleS18-122wasredrilledverticallyinthesamelocationasS18-120whichwasabandoned.

Table 2 - Divisadero Porphyry Discovery Hole

Notes:

  1. Grades/widths of mineralized intervals represent complete "from" "to" drill depths as shown.

  2. Theholewasdrilledata70-degreeinclination.Thetruewidthofthemineralizedzoneinthisnewareaiscurrently

    unknown.

  3. GoldEquivalentcalculatedusingthefollowingmetalprices-$1250/ozgold,$16/ozsilverand$2.85/lbcopper.

    Figure 1 - Drill Hole Location Map

    To view an enhanced version of Figure 1, please visit:

    https://orders.newsfilecorp.com/files/4183/40786_b409c011d46eaa84_002full.jpg

All diamond drill samples were collected by Minera Alamos personnel including the Company's exploration geologists. Drill core samples were cut in half and divided into 1-2 m intervals. One half of the sample was bagged for analysis and the remaining half was logged by Minera Alamos personnel and stored for future reference. Blanks, duplicates, and standards were randomly inserted with the samples sent for analysis as part of the normal QA/QC procedures.

All samples were prepared and analyzed for gold using fire assaying with AA/gravimetric finish. All samples were sent for sample preparation at the ALS-Chemex facility in Hermosillo, Mexico.

Figure 2 - Santana Overview Map

Mineralized Interval 1,2

Drill Hole

From (m)

To (m)

Width (m)

Gold (g/t)

Silver (g/t)

Copper (%)

Gold Eq3 (g/t)

Area

S18- 121

32.0

127.7

95.7

0.85

9.8

0.33

1.47

Divisadero

incl

55.0

125.0

70.0

1.10

11.8

0.56

1.88

To view an enhanced version of this graphic, please visit:

https://orders.newsfilecorp.com/files/4183/40786_b409c011d46eaa84_003full.jpg

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and has approved the scientific and technical disclosures in this news release.

New Discovery Hole - 95.7 metres of 1.47 g/t gold equivalent at the Santana Project, Sonora, Mexico

TORONTO and VANCOUVER, Oct. 25, 2018 /CNW/ - Minera Alamos Inc. (the "Company" or "Minera Alamos") (TSX VENTURE:MAI) is pleased to report the discovery of a new broad zone of gold/silver mineralization in its Phase 1 drill program at the Santana gold project, Sonora, Mexico. The discovery drill hole into the new Divisadero zone, was drilled approximately 200m north of the known mineralization limits at the Nicho Main and Nicho Norte zones and returned a wide intercept of disseminated gold, silver and copper mineralization in a previously underexplored part of the Santana Property. The hole is the first drilled deep enough to intersect this new style of polymetallic mineralization that is associated with an andesite porphyry unit related to disseminated pyrite and intrusivebreccias. Basedonsurfaceexposuresandknowngeologythemineralizedsystemappears to be open to expansion in all directions.

Drilling Highlights:

Hole S18-121 – 95.7 m of 0.85 g/t Au, 9.8 g/t Ag and 0.33% Cu – (1.47 g/t AuEQ)
from 32 m
Including 70.0 m of 1.1 g/t Au, 11.8 g/t Ag and 0.56% Cu – (1.88 g/t AuEQ) beginning at 55 m down hole.

"This new discovery hole is an extremely exciting development for the Company" stated Darren Koningen, CEO of Minera Alamos. "One of the driving factors behind the merger between Minera Alamos and Corex earlier this year was the significant untapped potential we believed we could unlock once the two Companies' contiguous land packages were combined. As our knowledge base grows and we continue to better understand the regional geology we should continue to find additional mineralization. The discovery of the Divisadero area provides further evidence that the mineralizing events that occurred in the Nicho area are present at shallow depths elsewhere on our extensive property holdings."

Hole S18-121 (70-degree inclination) was the Company's first effort to assess the potential extensions of known mineralization on Corex's Santana claim group on to the Minera Alamos Los Verdes claim group directly to the north. Rather than exhibiting Nicho style mineralization, S18-121 returned a considerable interval of more porphyry style mineralization with broad, rather evenly distributed gold, silver and copper disseminated throughout much of the hole starting from 32 metres down the hole (see Table 1).

The Company is currently evaluating the significance of this new discovery and its relationship with the mineralized breccia systems that form the predominantly gold rich mineralization at Nicho Norte and Nicho to the southwest. Preliminary surface mapping immediately adjacent to the intercept shows that the mineralized porphyritic unit extends in all directions and appears to be distinct from the Nicho Main and Norte zones to the south. Additional holes are planned to further test the discovery as part of Phase 2 drilling at Santana.

The Phase 1 drilling program has now concluded with the completion of ten holes totalling approximately 1500 m. The remaining holes yet to be reported include further testing of the southwest extensions of the Nicho deposit (see Figure 1). Planning of the Phase 2 drill program will begin once the remaining drilling results have been received and evaluated.

Table 1 – Mineralized intervals from 2018 Santana Project drill program

Mineralized Interval 1,2

Drill Hole

From (m)

To (m)

Width (m)

Gold (g/t)

Silver (g/t)

Copper (%)

Gold Eq 3 (g/t)

S18-121

95.7

0.33

1.47

Assay results are pending from the remaining three holes; the results, as well as additional geological interpretations, will be released as they are received over the coming weeks. All diamond drill samples were collected by Minera Alamos personnel including the Company's exploration geologists. Drill core samples were cut in half and divided into 1-2 m intervals. One half of the sample was bagged for analysis and the remaining half was logged by Minera Alamos personnel and stored for future reference. Blanks, duplicates, and standards were randomly inserted with the samples sent for analysis as part of the normal QA/QC procedures.

All samples were prepared and analyzed for gold using fire assaying with AA/gravimetric finish. All samples were sent for sample preparation at the ALS-Chemex facility in Hermosillo, Mexico.

Figure 1 – Drill Hole Location Plan (CNW Group/Minera Alamos Inc.)

Guadalupe de los Reyes Option Payment Extension

Minera Alamos and Vista Gold Corp. ("Vista") have agreed to extend the due date for the
second US$1.5 million option payment for the Guadalupe de los Reyes gold / silver project in Sinaloa, Mexico ("the GdR Project") by six months to April 23, 2019. The extension will better align development plans for the GdR project with those previously announced for the Company's Santana and Fortuna projects. Minera Alamos continues to advance engineering efforts for the GdR project and community discussions related to the development of a commercial gold mining operation at the site.

As consideration for the deferral, Vista will receive an additional US$150,000 in cash, US$50,000 of which has already been paid and US$100,000 of which will be paid no later than January 23, 2019. In addition, Vista will receive interest at a rate of 1.5% per month on the deferred amount beginning January 24, 2019.

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has

Area

32.0

127.7

0.85

9.8

Divisadero

incl

55.0

125.0

70.0

1.10

11.8

0.56

1.88

Notes:

  1. Grades/widths of mineralized intervals represent complete "from" "to" drill depths as shown.

  2. The hole w as drilled at a 70-degree inclination. The true w idth of the mineralized zone in this new area is currently unknow n.

  3. Gold Equivalent calculated using the following metal prices - $1250/oz gold, $16/oz silver and $2.85/lb copper.

supervised the preparation of, and has approved the scientific and technical disclosures in this news release.

Minera Alamos drills 80.4 metres of 1.05 g/t gold from near surface at Santana project, Sonora, Mexico

TORONTO and VANCOUVER, Oct. 17, 2018 /CNW/ - Minera Alamos Inc. (the "Company" or "Minera Alamos") (TSX VENTURE:MAI) is pleased to report the second round of results from its Phase 1 drill program at the Santana gold project, Sonora, Mexico. The 2018 drill program is the first exploration drilling to be conducted at Santana since 2011. The new holes drilled were intended to evaluate the southwest extension of the Nicho main zone which was previously intersected by Hole S118-116 – see news release "Minera Alamos Drills 93.5 Metres of 0.65 g/t Gold from Surface at Santana Project" dated October 10, 2018. All drill holes analyzed to date continue to encounter zones of disseminated gold mineralization.

Drilling Highlights:
Hole S18-117 – 80.4 m of 1.05 g/t Au

Hole S18-118 – 8.0 m of 1.0 g/t Au; and 24.5 m of 0.81 g/t Au

"The recent drill results continue to demonstrate the potential for growth of the mineralization contained within the Nicho deposit and we expect these results to have a positive impact on the ongoing pit design." stated Darren Koningen, CEO of Minera Alamos. "While we continue to expand the footprint of the Nicho zone we also look forward to pending drill results from new areas to the north of the proposed open pit".

Holes S18-117 (60-degree inclination) and S18-118 (45-degree inclination) were step-out holes designed to further assess the southwest extensions of the main Nicho zone (see Figure 1). Hole S18-117 returned 80.4m of 1.05 g/t gold starting approximately 10 m below surface. The application of a typical open pit heap leach cut-off grade of 0.15 g/t results in 42 m of mineralization containing approximately 1.96 g/t gold (see Table 1). Hole S18-118 returned several intervals of disseminated gold mineralization including 8 m of 1.0 g/t gold from surface and a broader 24.5m of 0.81 g/t gold starting 48m down hole. The results from these two holes not only expand the mineralization to the southwest but demonstrate that Nicho remains open for further expansion.

Hole S18-119 was positioned further southwest along the mineralized topographic ridge that hosts the Nicho gold mineralization. The hole passed through a large interval of porphyritic andesite similar to that of the host rock for holes S18 116/117/118 with multiple zones of gold mineralization as listed inTable1. The data confirms that this lithological unit appears to remain open and additional drilling has been targeted in this area.

The Phase 1 drilling program has now concluded with the completion of ten holes totalling approximately 1500 m. The remaining holes yet to be reported include further testing of the southwest extensions of the Nicho deposit (see Figure 1) as well as areas to the north of the Nicho zone. Planning of the Phase 2 drill program will begin once the remaining drilling results have been received and interpreted.

Table 1 – Mineralized intervals from 2018 Santana Project drill program Mineralized Interval 1,2 Composite Interval 3

Assay results are pending from the remaining four holes; the results, as well as additional geological interpretations, will be released as they are received over the coming weeks. All diamond drill samples were collected by Minera Alamos personnel including the Company's exploration geologists. Drill core samples were cut in half and divided into 1-2 m intervals. One half of the sample was bagged for analysis and the remaining half was logged by Minera Alamos personnel and stored for future reference. Blanks, duplicates, and standards were randomly inserted with the samples sent for analysis as part of the normal QA/QC procedures.

All samples were prepared and analyzed for gold using fire assaying with AA/gravimetric finish. All samples were sent for sample preparation at the ALS-Chemex facility in Hermosillo, Mexico.

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and has approved the scientific and technical disclosures in this news release.

Figure 1 - Drill Location Plan (CNW Group/Minera Alamos Inc.)


About Minera Alamos
Minera Alamos is an advanced-stage exploration and development company with a growing portfolio of high-quality Mexican assets, including the La Fortuna open-pit gold project in Durango with positive PEA completed, the Santana open-pit heap-leach development project in Sonora with test mining and processing completed and the Guadalupe de Los Reyes open-pit gold-silver project in Sinaloa with mine planning in progress.

The Company's strategy is to develop low capex assets while expanding the project resources and pursue complementary strategic acquisitions.

Caution Regarding Forward-Looking Statements
This news release may contain forward-looking information and Minera Alamos cautions readers that forward-looking information is based on certain assumptions and risk factors that could cause actual results to differ materially from the expectations of Minera Alamos included in this news release. This news release includes certain "forward-looking statements", which often, but not always, can be identified by the use of words such as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". These statements are based on information currently available to Minera Alamos and Minera Alamos provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements with respect to Minera Alamos' future plans with respect to the Projects, objectives or goals, to the effect that Minera Alamos or management expects a stated condition or result to occur and the expected timing for release of a resource and reserve estimate on the Projects. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, the economics of processing methods, project development, reclamation and capital costs of Minera Alamos' mineral properties, the ability to complete a preliminary economic assessment which supports the technical and economic viability of mineral production could differ materially from those currently anticipated in such statements for many reasons. Minera Alamos' financial condition and prospects could differ materially from those currently anticipated in such statements for many reasons such as: an inability to finance and/or complete an updated resource and reserve estimate and a preliminary economic assessment which supports the technical and economic viability of mineral production; changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with Minera Alamos' activities; and other matters discussed in this news release and in filings made with securities regulators. This list is not exhaustive of the factors that may affect any of Minera Alamos' forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on Minera Alamos' forward-looking statements. Minera Alamos does not undertake to update any forward-looking statement that may be made from time to time by Minera Alamos or on its behalf, except in accordance with applicable securities laws.

Minera Alamos Drills 93.5 Metres of 0.65 g/t Gold From Surface at Santana Project

TORONTO and VANCOUVER, Oct. 11, 2018 /CNW/ - Minera Alamos Inc. (the "Company" or "Minera Alamos") (TSX VENTURE:MAI) is pleased to report the initial results from its Phase 1 drill program at the Santana gold project, Sonora, Mexico. The 2018 drill program is the first exploration drilling to be conducted at Santana since 2011. The first three holes were drilled near or within the Nicho deposit and were intended to evaluate mineralized extensions of previous exploration programs. All drill holes encountered zones of disseminated gold mineralization. Initial results support the Company's long held belief that there are numerous exploration targets in the Santana project area that could add significantly to the ongoing development plans of a proposed heap leach operation currently awaiting receipt of commercial-scale permits from the Mexican authorities (see release dated July 26th, 2018).

Drilling Highlights:

Hole S118-116 – 93.5 m of 0.65 g/t Au (from surface)

Hole S118-115 – 17.8 m of 0.73 g/t Au
Hole S118-114 – 15.5 m of 0.27 g/t Au; and 14.9 m of 1.4 g/t Au

"In addition to near-term production potential, a criteria for all of the projects in the Company's developmentportfolioisthattheconcessionareascontainsignificantexplorationupside. Whilewe have been aggressively pursuing production permits our exploration team has been working in parallel to expand geological models and target high priority areas for resource expansion potential." stated Darren Koningen, CEO of Minera Alamos. "These very encouraging drill results at the Santana project are the start of an ongoing exploration program designed to demonstrate the significant untapped value contained in our development assets".

Hole S118-116 was a step-out hole to assess the continuity of the southwest mineralization in the main Nicho zone (see Figure 1). The hole returned 93.5m of 0.65 g/t gold starting from just below the topographic surface. The application of a typical open pit heap leach cut-off grade of 0.15 g/t results in +60 m of mineralization containing approximately 1 g/t gold (see Table 1).

Holes S118-114 and S118-115 were targeted to examine a satellite zone of gold mineralization located immediately to the northeast of the Nicho deposit and its potential continuity with the main gold system. Both holes intersected multiple zones of gold mineralization. The new data is currently being interpreted in the context of the updated geological model for the deposit and the area will be the target of follow-up efforts as part of the Phase 2 drill program.

The Phase 1 drilling program has now concluded with the completion of ten holes totalling approximately 1500m. The remaining holes yet to be reported include further testing of the southwest extensions of the Nicho deposit (see figure 2), in advance of mine planning activities in addition to new zones of mineralization located north of the main Nicho deposit.

Table 1 – Mineralized intervals from 2018 Santana Project drill program.

Mineralized Interval 1,2

Drill Hole From (m) To Width Gold (m) (m) (g/t)

Composite Interval 3
Width Gold Area

(m) (g/t)

14.0 29.5 15.5 0.27

  1. S118-114  And And And

  2. S118-115  And And

S118-116

Notes:

66.2 81.1 14.9

107.2 117.0 9.8

145.5 172.0 26.5

8.2 26.0 17.8

61.0 73.8 12.8

123.9 129.5 5.6 2.0 95.5 93.5

1.40

0.65
0.21
0.73
0.17
0.24 19 0.90

0.65 60 0.97

Nicho Satellite

Nicho Satellite Nicho

  1. Grades/widths of mineralized intervals

  2. Allholesweredrilledat45-60degreeinclinationsdesignedtoberoughlyperpendiculartotheestimateddipofmineralizedstructures. Basedoncurrentunderstanding

    of the geological structures, true w idths of the mineralized zones are expected to be 80-90% or greater of the drill w idths outlined in the table above.

  3. Grade/width of composite intervals is a total of all mineralized intervals that have gold grades equal to or in excess of "typical" open pit mining heap leach cut-off grades

    of 0.15 g/t gold.

Assay results are pending from the remaining seven holes and the results, as well as addition geological interpretations will be released as they are received over the coming weeks. All diamond drill samples were collected by Minera Alamos personnel including the company's exploration geologists. Drill core samples were cut in half and divided into 1-2 m intervals. One half of the sample was bagged for analysis and the remaining half was logged by Minera Alamos personnel and stored for future reference. Blanks, duplicates and standards were randomly inserted with the samples sent for analysis as part of the normal QA/QC procedures.

All samples were prepared and analyzed for gold using fire assaying with AA/gravimetric finish. All samples were sent for sample preparation at the ALS-Chemex facility in Hermosillo, Mexico.

Mr. Darren Koningen, P. Eng., Minera Alamos' CEO, is the Qualified Person responsible for the technical content of this press release under National Instrument 43-101. Mr. Koningen has supervised the preparation of, and approved the scientific and technical disclosures in this news release.

Figure 1 – Drill section (CNW Group/Minera Alamos Inc.)

represent complete "from" "to" drill depths as shown.

Figure 2 – Drill Location Plan (CNW Group/Minera Alamos Inc.)

About Minera Alamos

Minera Alamos is an advanced stage exploration and development company. Its growing portfolio of high-grade Mexican projects includes the La Fortuna open pit gold project in Durango and the Guadalupe de los Reyes gold/silver project in Sinaloa as well as the now combined Santana/Los Verdes gold-copper project in Sonora. The Company is well financed to conduct all of its planned exploration and development activities and continues to pursue additional project acquisitions in Latin America.

Minera Alamos Announces Positive Preliminary Economic Assessment for the La Fortuna Gold Project with After-Tax IRR of 93%

TORONTO and VANCOUVER, Aug. 16, 2018 /CNW/ - Minera Alamos Inc. ("Minera" or the "Company") (TSXV: MAI) is pleased to announce the positive results of an independent Preliminary Economic Assessment ("PEA") for its La Fortuna Project (the "Project") in Durango, Mexico. The PEA was prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") by CSA Global Geosciences Canada Ltd (CSA Global) of Toronto, Canada. (Note to reader: Unless stated all currency references are in US dollars).

Table 1 - PEA Summary

US$

CDN$

Pre-Tax NPV (7.5%)

$103,800,000

$134,800,000

Pre-Tax IRR

122%

122%

After-Tax NPV (7.5%)

$69,800,000

$90,600,000

After-Tax IRR

93%

93%

Pre-Tax Payback Period

9 months

After-Tax Payback Period

11 months

Average Annual Production

43,000 oz Gold, 220,000 oz Silver, 1,000 t Copper (50koz GEO1)

Preproduction Capital

$26,900,000

$34,900,000

LOMAverage AISC2

$440/oz

$571/oz

Mine Life

5 years

Mill Throughput (avg. tpd)

1,100

Mill Grade & Recovery

3.68 g/t Au (90% recovery)

Gold Price

$1,250/oz

Silver Price

$16/oz

Copper Price

$5,725/tonne

FX Rate (CDN$/US$)

0.77

Notes:

  1. GEO – Gold Equivalent Ounces

  2. "AISCper ounce" is a non-GAAPfinancial performance measures with no standardized definition under IFRS; additional reference info at bottomof release

  3. Base case prices for gold, silver and copper were assessed at values approximately 2%-7% below the three-year trailing average prices for each of the metals and

    below the majority of the publicly available forward looking estimates available as of July 2018

PEA Cautionary Note:

Readers are cautioned that the PEA is preliminary in nature and there is no certainty that the PEA results will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Additional work is needed to upgrade these mineral resources to mineral reserves.

"With an after-tax Internal Rate of Return in excess of 90%, today's excellent PEA results confirm that the La Fortuna Project provides a robust base for the next phase of gold production in the Company'sgrowthpipeline,"commentedDarrenKoningen,ChiefExecutiveOfficer. "Thesimplified gold recovery process outlined in the study represents a conservative starting point that is well suited to the initial project resource which, to date, has been based exclusively on previously drilled mineralization. As our engineering work progresses we continue to find opportunities to reduce the initial project capital requirements and improve overall project economics. Coupled with our strategic partnership with Osisko Gold Royalties that includes an option to provide a significant portion of the project capital requirements in return for a Project royalty, these additional optimizations will greatly reduce the upfront funding requirements of this already low capital cost operation."

"This PEA represents a key milestone for the Company as we begin to deliver to the market's

attention the underlying project economics of our development pipeline that focuses on cost-efficient and targeted production that can incrementally build a significant production profile over time," commented Doug Ramshaw, President. "With the recently submitted commercial permit applications at the Santana project and ongoing work at the Company's Guadalupe de los Reyes project we are aggressivelyexpandingouractivitiesonmultiplefronts. Wecontinuetoenvisionaplanwhereby targeted production from the development of the Santana project will support the modest capital requirements of the La Fortuna operation."

Production and Economic Highlights

Production highlights
Average annual contained-metal production of approximately 50,000oz Gold Equivalent (43,000oz Gold, 220,000oz Silver, 1,000t Copper).
5-year mine life based on initial resource "starter pit" with 2.0 Mt of mineralization (3.68 g/t Au, 20 g/t Ag, 0.27% Cu) processed at 1,100 tpd average processing rate.
215koz of Gold, 1.1Moz of Silver, and 5kt of Copper produced in concentrates.

Robust economics using metals prices of $1,250/oz Au, $16/oz Ag, and $5,725/t Cu: All-In Sustaining Cost (AISC) of $440/oz [net of by-product credits]
After-Tax NPV at 7.5% of $69.8M and IRR of 93%.
Pre-Tax NPV at 7.5% of $103.8M and IRR of 122%.

Low initial capital costs and rapid payback:
Pre-production capital costs of $26.9M.
Payback period of 3.9 11 months.
2,000 t/d mill already purchased awaiting shipment to site reduces up-front capital.

Significant Upside
Current PEA completed on project "starter pit" resource only, a single zone of drilled mineralization that appears to remain open geologically.
Additional milling capacity – project permitted for a 2,000 tpd operation with the PEA based on a starting rate of 1,100 tpd.
Numerous opportunities for significant economic improvement – improved gold recoveries, reduced initial capital costs, etc.

Table 2 - Overview of PEA Results and Assumptions

Unit

Base Case

Inputs

Gold Price

$/oz

$1,250

Silver Price

$/oz

$16

Copper Price

$/t

$5,725

Exchange Rate

MXP/USD

19

Economics

Net Cash Flow s (Undiscounted)

$

$141,000,000

Pre-Tax

NPV at 7.5%

$

$104,000,000

IRR

%

122%

Payback Period

Months

9

Economics

Net Cash Flow s (Undiscounted)

$

$96,000,000

Post-Tax

NPV at 7.5%

$

$70,000,000

IRR

%

93%

Payback Period

Months

11

NPV Discount Rate Sensitivities

Pre-Tax

Net Cash Flow s (Undiscounted)

$

$141,000,000

NPV at 5%

$

$114,000,000

NPV at 10%

$

$94,000,000

Post-Tax

Net Cash Flow s (Undiscounted)

$

$96,000,000

NPV at 5%

$

$77,000,000

NPV at 10%

$

$63,000,000

Capital & Operating Cost Estimates

Table 3 - Initial and Sustaining Capital Costs (CAPEX)

Area

Initial ($000)

Sustaining ($000)

Total ($000)

Mining (contractor mobilizations)

$1,000

$1,000

Site Development/Infrastructure

$3,500

$3,500

Mineral Processing

$15,000

$7,100

$22,100

Tailings Management

$2,000

$2,000

Closure

$3,000

$3,000

Salvage Value

($3,000)

($3,000)

Contingencies (incl. owner's costs)

$5,400

$5,400

TOTAL PROJECT

$26,900

$7,100

$34,000

*Note: Start-up w orking capital to be provided by concentrate purchasers on credit revolver basis.

Table 4 - Operating Costs (OPEX)

Area

Stockpile/Ore Sorting*1

$/tonne Mineralized Material*2

$15.95

$/unit

Open Pit Mining

$11.80

$2.15

per tonne mined

Processing

$22.89

per tonne milled

$1.73

$4.00

per tonne sorted

G&A

$3.86

$5.54

per tonne milled

All-In OPEX

$33.34

Notes:

  1. "Ore Sorting" as used in the context of Table 4 is a commercial termreferring to sensor-based rock sorting technology and is not related to project resources/reserves. Ore sorting equipment is implemented in Year 3 for upgrading of mid-grade stockpiles

  2. "Mineralized Material" represents mined material in excess of 0.8 g/t Au cut-off (includes direct milling material + stockpiled material to be upgraded via ore sorting prior to milling)

Mineral Resources

This PEA is based on a new mineral resource estimate prepared for the La Fortuna project by Scott Zelligan, P.Geo., as part of the current report. The mineral resource estimate is based on the resultsfrom125coredrillholescompletedtodateontheproject. Wireframeswerepreparedusing the drill hole information combined with geological interpretations of the deposit and validated through observations and sampling of accessible historical underground openings. Further details related to the current mineral resource estimate are presented in a later section. The table below outlines the total base case Mineral Resources, including those that were not included as part of the PEA mine plan.

Table 5 - Mineral Resource Estimates (1.0 g/t Au cutoff grade)

Resource Category

Au (g/t) Cut-off

Tonnes (t)

Au (g/t)

Ag (g/t)

Cu (%)

Au oz

Ag oz

Cu t

Measured

1.0

1,755,400

2.96

17.5

0.23

167,100

987,800

4,000

1.5

1,309,700

3.55

19.5

0.25

2.0

1,012,100

4.09

21.0

0.28

2.5

795,300

4.59

22.4

0.30

3.0

639,400

5.04

23.5

0.32

Indicated

1.0

1,714,300

2.59

15.5

0.21

142,800

854,400

3,600

1.5

1,241,400

3.11

17.5

0.24

2.0

886,400

3.65

19.2

0.27

2.5

626,600

4.24

21.0

0.30

3.0

458,500

4.80

22.2

0.32

Measured + Indicated

1.0

3,469,700

2.78

16.5

0.22

309,800

1,842,200

7,600

1.5

2,551,100

3.34

18.5

0.24

2.0

1,898,500

3.88

20.2

0.27

2.5

1,421,900

4.44

21.8

0.30

3.0

1,097,900

4.94

23.0

0.32

Inferred

1.0

156,300

1.72

8.5

0.09

8,600

42,700

100

1.5

78,612

2.21

9.2

0.10

2.0

38,059

2.73t

11.1

0.12

2.5

18,169

3.28

13.1

0.14

3.0

7,589

4.04

15.6

0.18

Notes:

  1. The effective date for this mineral resource estimate for La Fortuna project is July 13, 2018. All material tonnes and metal values are undiluted.

  2. Mineral Resources are calculated assuming a cut-off grade of 1.0 g/t Au, which is considered reasonable and consistent for this type of deposit with open pit mining

    methods.

  3. Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by

    environmental, permitting, legal, title, socio-political, marketing, or other relevant issues.

  4. The mineral resources presented here w ere estimated using a block model w ith a parent block size of 5 m by 5 m by 5 m sub-blocked to a minimum block size of 0.6 m

    by 0.6 mby 0.6 musing ID3 methods for grade estimation as this method best represented the grade distribution in the sample data.

  5. Due to the geometry of the deposit and the nature of the grade distribution, the estimation w as divided betw een the upper and low er portions of the mineralized volume

    with search parameters optimized for each portion.

  6. Individual composite assays were capped at the following values according to histogram/probability and decile analyses – 30 g/t gold, 60 g/t silver, 1% copper

7.

Adensityof2.65t/m3waschosenforthetonnageestimate. Dataavailablefromdrybulkdensitystudiesindicatedanaveragedensityof2.72t/m3formineralized material,whilethequartzmonzonitematerialhadanaveragedensityof2.61t/m3. Thevalueof2.65waschosenbyaveragingthetwothenroundingdowntothe nearest 0.05 interval to be conservative

  1. The mineral resources presented here were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum(CIM), CIMStandards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIMStanding Committee on Reserve Definitions and adopted by CIMCouncil May 10, 2014.

  2. The mineral resource estimate w as prepared by Scott Zelligan, B.Sc., P.Geo., and independent resource geologist of Coldw ater, Ontario.

  3. Gold price is US$1,250/ounce, silver price is US$16/ounce, and copper price is US$5,725/tonne.

  4. The number of metric tonnes is rounded to the nearest hundred. Any discrepancies in the totals are due to rounding effects.

Mining

The mineralization at the Project extends close to surface and is amenable to conventional open pit mining methods utilizing front-end loaders and trucks. Using a preliminary Whittle pit shell for the deposit ($1,250/oz gold, $2.50/t mining, $30.00/t processing, 95% recovery, 45-degree pit slopes) asaguideafullopenpitmineplanwascompleted. LOMmineralizedmaterialwasseparatedin grade baskets (+0.8, 1.2, 1.6, 2.0 g/t Au) so that a more complete engineering cost evaluation could be completed and used as the basis of a final five-year production plan for the project. Mineralized material was grouped as Direct Milling (>1.6 g/t Au) and Mid-Grade (0.8 – 1.6 g/t Au) which is to be stockpiled and upgraded via ore sorting prior to milling (starting Year 3). No inferred resources were utilized in the PEA mine planning and further optimization efforts aimed at cut-off grades and the smoothing of waste mining activities may provide additional economic upside for the project.

Table 6 – Fortuna Processing Plant Mill Feed Schedule (diluted)

Year

Total Mill Feed (tonnes)

Au (g/t)

Ag (g/t)

Cu (%)

Gold (ounces)

Total Mined Material (tonnes)

1

380,000

3.86

21.24

0.29

47,200

2,814,400

2

380,000

3.91

20.27

0.27

47,800

2,848,200

3

410,000

3.39

21.85

0.28

44,700

2,335,700

4

410,000

3.47

19.98

0.29

45,800

4,637,200

5

418,400

3.78

16.79

0.22

50,900

3,095,700

1,998,400

3.68

19.96

0.27

236,600

15,731,200

Notes:

1. 2.

3 .

Mill Feed totals include direct milling material (1,626,000 tonnes) and mid-grade stockpiled material upgraded starting in Year 3 via crushed ore sorting (372,400 tonnes). Mine dilution applied as follows – 10% for direct milling material (dilution grade equivalent to average grade of next lower mine grade basket) and 25% for low-grade material to stockpile (0.5 g/t Au dilution grade
T o t a l mi n e d ma t e r i a l v a l u e s i n c l u d e a l l p r o d u c t i o n f r o m o p e n p i t mi n e ( mi n e r a l i z a t i o n + w a s t e ) f o r n o t e d i n t e r v a l s .

Pit bench heights were selected at 5m intervals in order to provide good ore/waste selectivity although use of larger bench heights in zones of primarily waste should be considered as part of futureoptimizationstudies. Overallaveragepitslopeswiththebenches/rampsinplaceare approximately 43 degrees for three sides and 41 degrees overall for the north wall. Rock competency is reasonable and higher pit slopes may be considered once the appropriate geotechnical information is available. Mineralized and waste materials are hauled using 25t trucks approximately 500m (maximum) to the waste dumps/mineral stockpile locations near the mine. Crushed stockpile material is then transported to the plant processing facilities located at a distance less than 1.5km.

All drilling/mining/crushing operations at the Project will be accomplished via an open pit mining contractor. Mining costs were developed for the project from first principals utilizing recent Mexican costinformation. ContractoravailabilityinnorthernMexicoiscurrentlyhighandratesare competitive. An appropriate profit factor was applied to the calculated owner operator rates and the

values were benchmarked against recent operational experience by Minera Alamos mining personnel. An additional factor was applied to account for the fact that the project is located a few hoursfromamajorpopulationbase. Mineplanningandsupervisionactivitieswillbeperformedby Minera Alamos personnel and these costs are excluded from contractor rates.

Processing

A simplified base case process was utilized for the La Fortuna plant site. Mineralized material from the mine is stockpiled and crushed to a size of <3/4" prior to being transported to the process plant. The overall processing facilities consist of a primary coarse grind to 80% passing 250-300 microns followed by a bulk sulphide concentrate flotation. Bulk concentrate is reground (80 microns) prior to a final flotation producing a copper concentrate. Centrifugal gravity gold recovery circuits are included in both the primary and concentrate reground circuits to extract free gold as a concentrate. Tailings from the flotation circuit are dewatered via filtration and dry-stacked in the tailings containment area adjacent to the processing plant.

Overall gold recovery for the PEA study has been conservatively estimated at 90%. No final gold refining facilities are to be constructed at the Fortuna site although this decision can be revisited in the future should site production rates increase. Approximately half of the gold is extracted as a gravity concentrate which will be cyanide leached at site and loaded onto activated carbon for shipping outside of Mexico for final doré production. The other half of the recovered gold reports to the copper flotation concentrate (along with the majority of the copper and silver) which is filtered and transported to the port facilities at Guaymas (approximately 500 km) for final sale.

The Company has purchased a used 2000 tpd processing facility (grinding/flotation/filtration) that has been used as the basis for the Fortuna project processing facilities. The size of the major equipment items allows for plant throughput to be increased from the currently assumed 1100 tpd rate as the size of the project resource increases.

DEXTR (x-ray) ore sorting has been included in the overall project plans as a method to upgrade mid-grade (0.8-2.0 g/t Au) mineralized material from the mine (and future potential project resources). Testwork has demonstrated that sorting of this material at normal project crush sizes can recover +80% of the contained gold into a sorted concentrate with gold contents similar to the high grade (3.5 – 4.0 g/t Au) direct milling material from the mine. It is conservatively assumed that an ore sorting machine will be purchased and installed in Year 3 of mining operations to upgrade this material. In the current operations plan only 20% of the LOM contained gold ounces sent to the processing plant have been upgraded in this manner.

Table 7 - Summary of La Fortuna Metallurgical Results

Infrastructure

Access

The La Fortuna project is accessible by road from Culiacan (Sinaloa state capital – population approx. 1MM), a driving distance of approximately 85 kilometers. At present the road is paved to within approximately 30 km of the town El Barco which is situated at the river immediately south of the project area. The remaining road is graveled, graded and of reasonable width for much of the

Product

Grade

Metal Recoveries (%)

Au (g/t)

Silver (g/t)

Copper (%)

Au

Silver

Copper

Mill Feed (LOM)

Products

3.68

20

0.27

Gravity Concentrate*1

N/A

45

Copper Flotation Concentrate

120

1250

18

45

85

90

*1Gravityconcentrateisleachedincyanideandadsorbedontoactivatedcarbonforshippingoffsiteforfinalprocessing. ForPEAmodellingpurposesitwasassumedthatgold w as the only material payable metal recovered by gravity

route. It has been anticipated that some relatively minor upgrading of portions of this road (primarily in areas with a sharp turning radius) will be required in order to improve access for larger trucks to reach the Fortuna project area.

Preliminary engineering has been completed to locate new access roads within the project area required for start of the La Fortuna operations. This includes a total of approximately 5 km of gravel surface suitable for the operation of mining trucks.

Road from planned open pit to new processing plant area – 1.5 km Initial mine truck access roads around planned open pit – 2 km Miscellaneous additional access roads around mine/plant -- 1.5 km

Power

The closest small villages to the Project site (El Barco and San Fernando) have less than 100 inhabitants and are currently not serviced via the national power grid. Grid power is being extended along the state highway from Culiacan as it is widened and paved (currently within 30km of the project) but it is unknown when it will ultimately be available and what load capacity would exist.

It is assumed for the foreseeable future that all power required for the Project will be generated at site via diesel generators. The total operating plant power load is estimated at approximately 2MW which will be supplied via multiple generator units (operating + standby) to build in redundancy for maintenance, etc. Primary generators are to be located within close proximity to the processing plant area so site power line requirements will be negligible. Wherever possible, large power consumers not associated with the processing plant (i.e. portable crushers) are self-contained with local diesel hydraulic/electric generation. Small auxiliary generators will be utilized as necessary for minor requirements (i.e. plant camp/offices).

At current fuel prices in Mexico power generation via diesel equipment is equivalent to an electric power cost of $0.25-0.30/kWh which has been used for budgeting. Should grid power eventually arrive at the project area, power costs for the project would be reduced by 50% or more.

Water Management

The Humaya river flows roughly northwest-southeast approximately 500m from the planned La Fortuna processing plant area. This river has a year-round supply of flowing surface water and discussions with the relevant permitting authorities have indicated that the project would be permitted to extract river water directly for process uses. In addition, a seasonal creek bed that runs east- west and connects with the Humaya river is located a few hundred meters south of the plant site. Hydrogeological studies are underway to establish optimal sources of groundwater that would also be suitable for the project's requirements.

Based on local observations, it is expected that river/ground water levels occur at the 250-300m elevation(abovesealevel). Waterwouldbepumpedfromthiselevationtheshortdistancetothe plant site which is located just above 500m (above sea level). Process water removed from the plant filtered tailings will be recycled as much as possible in order to minimize fresh process water make-up requirements.

Permitting Status

The Environmental Impact Assessment (EIA) for mining projects in Mexico starts with an application for the following primary permitting documents:

MIA - Manifestación de Impacto Ambiental (Environmental Impact Statement)
ETJ - Estudio Tecnico Justificativo (Technical Justification Study) that includes the ER - Estudio de Riesgo (Risk Study) and PPA - Programa de Prevención de Accidentes (Accident

Prevention Program)

Following the completion of the EIA process a number of other registrations and local/state permits are required before the start of commercial production. Important among these are water rights through the Comisión de Agua (National Water Commission or CONAGUA), permits for the storage and use of explosives as well as construction permits from the local municipality.

The MIA-ETJ permit applications were submitted by Minera Alamos for the La Fortuna project in 2018andarepending. Thesubmittedpermittingdocumentsincludedanexpandedscopeof processing facilities that included additional stages not required for the current start-up plan (i.e. concentratecyanidationanddetoxification). Thisprovidesthecompanywithaddedflexibilityinthe future to modify the existing operation in order to accommodate new potential regional sources of mineralization.

The Company does not currently own any surface rights in the La Fortuna area. The surface rights over the area are held jointly by the residents of the Tabahueto ejido (a Mexican agricultural cooperative). In2016theCompanystartedthediscussionswiththelocalejidoregardingthe necessary surface rights for the development of the La Fortuna project. On February 16th, 2017 at a general meeting the community voted unanimously to enter into a 25-year agreement to rent 235 Ha of surface area required by the Company (agreement signed formally in June 2017).

Sensitivity Analysis
Table 8 - Sensitivity Analysis (7.5% discount / after-tax)

Chart 1 – Sensitivity Analysis of Project NPV (7.5% discount / after-tax) (CNW Group/Minera Alamos Inc.)

Project Opportunities

The PEA identifies several project opportunities to further enhance project economics. These include:

Footprint of the current known deposit is very small compared to the overall land position. Exploration potential exists over the 6200 Ha land package. A number of other areas of historical mining activities have been identified but most of the area has never been explored using modern exploration methods.

NPV ($million)

Input Factor

Input

-30%

-20%

-10%

Base

+10%

+20%

+30%

Metal Prices/Recovery

25.1

40.0

54.9

69.8

84.7

99.6

114.5

OPEX

84.1

79.3

74.6

69.8

65.0

60.3

55.5

CAPEX

77.3

74.8

72.3

69.8

67.3

64.8

62.3

No Inferred resources have been utilized in the current mining plans. Further step out drilling may be able to define additional extensions of the current resources.
Further metallurgical test work to optimize the gold extraction process and further improve overall metal recoveries.

A staged plant construction plan (possibly involving earlier use of ore sorting) to further reduce the initial start-up CAPEX and then expand the facilities once production is underway. Additional mine planning optimization studies to evaluate opportunities to delay portions of early waste removal until later in the mine life

Further optimization studies are underway to determine if a more aggressive use of ore sorting may offer additional economic benefits for the project (i.e. plant CAPEX reductions, increased mineable gold ounces, etc.)
Trade-off studies aimed at optimizing cut-off grades (w/wo ore sorting) and the incorporation of additional milling capacity – the project is permitted for a 2,000 tpd operation with the PEA based on a starting rate of 1,100 tpd.

Qualified Person Statements

The 2018 PEA was prepared and led by CSA Global Geosciences Canada Ltd., in collaboration with other consultants, all Qualified Persons ("QPs") as defined under Canadian National Instrument 43- 101. The QPs have reviewed and approved the content of this news release. All of the QPs are "independent" of the Company pursuant to National Instrument 43-101. The executive summary of the 2018 PEA, and subsequently a technical report will be posted on the Company's website and filed on SEDAR within 45 days.

The PEA was conducted under the overall review and supervision of CSA Global Geosciences Canada Ltd of Toronto Ontario with the following Qualified Persons contributing to their respective sections. ThelistedQualifiedPersonshavereviewedthedatacontainedinthisnewsreleaseand verified that it is accurately disclosed.

Mr. Darren Koningen, P.Eng, a 'Qualified Person' as defined under Canadian National Instrument
43 101, is responsible for the other technical information (information not directly related to the PEA) in this news release.

Conference Call

The Company plans to host a telephone conference call to discuss the PEA results and general corporateplans. Conferencecallinformationwillbeprovidedpubliclyinthenearfuture.

About Minera Alamos:

Minera Alamos is an advanced stage exploration and development company. Its growing portfolio of high-grade Mexican projects includes the La Fortuna open pit gold project in Durango and the Guadalupe de los Reyes gold/silver project in Sinaloa as well as the now combined Santana/Los Verdes gold-copper project in Sonora. The Company is well financed to conduct all of its planned exploration and development activities and continues to pursue additional project acquisitions in Latin America.

Additional information about Minera Alamos Inc. and its La Fortuna Gold Project, can be found on the Company's website at www.mineraalamos.com and on SEDAR at www.sedar.com .

Felix Lee

P.Geo., Principal Consultant, CSA Global Geosciences Canada

Ian Trinder

P.Geo. Principal Consultant, CSA Global Geosciences Canada

Scott Zelligan

P.Geo., Independent Resource Geologist

Bruce Brady

P.Eng., Senior Associate Mining Engineer, CSA Global Geosciences Canada

Chris Campbell-Hicks

P.Eng., Senior Associate Metallurgist, CSA Global Geosciences Canada

Gordon Watts

P.Eng., Senior Associate Mining Engineer, CSA Global Geosciences Canada

ON BEHALF OF MINERA ALAMOS INC.

"Darren Koningen" CEO & Director

NON-GAAP Financial Performance Measures

The Company has included certain non-GAAP performance measures (All-in Sustaining Cost – "AISC")inthisdocument. TheCompanybelievesthat,inadditiontoconventionalmeasures prepared in accordance with GAAP, certain investors and other stakeholders also use this information to evaluate the Company's economic performance estimates; however, these non-GAAP performance measures do not have any standardized meaning. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company's primary business is gold asset development and maximizing returns from future gold production, with othermetalproductionbeingincidentaltothegoldproductionprocess. Asaresult,where applicable, the Company's non-GAAP performance measures are disclosed on a per gold ounce basis. The Company has followed the guidance note released by the World Gold Council, which became effective January 1, 2014. The World Gold Council is a non-regulatory market development organization for the gold industry whose members comprise global senior gold mining companies.

Nevada Zinc Reports Initial Mineral Resource Estimate for the Lone Mountain Zinc Project, Nevada

Toronto, Canada July 25, 2018- Nevada Zinc Corporation (“Nevada Zinc” or the “Company”) (TSX-V: NZN) is pleased to announce the receipt of an initial Mineral Resource Estimate of the mineralization outlined to-date at the Company’s Lone Mountain Project, Nevada (the “Project”). The Mineral Resource Estimate, completed by independent firm P&E Mining Consultants Inc., is based upon the results from 85 reverse circulation drillholes and 13 core drillholes completed to-date on the Project. The most recent program of core drillholes was designed to corroborate assay grades from the reverse circulation drilling as well as to provide further geological information and to expand the footprint of the mineralization. At a cut-off grade of 2% zinc, the pit constrained Inferred Mineral Resource Estimate was determined to be 3,257,000 tonnes grading 7.57% zinc and 0.70% lead.

The mineralization is virtually sulphide free, has a low iron content and has been shown to be comprised of primarily zinc oxide and zinc carbonate minerals (hemimorphite and smithsonite). The physical and chemical characteristics of the zinc mineralization outlined at Lone Mountain make it  potentially suitable for the production of zinc sulphate. Metallurgical test work currently underway (in addition to work previously reported by the Company) shows the mineralization can be leached under atmospheric conditions using sulphuric acid. The targeted end product after leaching would be zinc sulphate and oxide compounds. Zinc sulphate is used on its own or in combination with other inputs to produce crop fertilizer. Currently, zinc deficiency is the most common micronutrient deficiency in crops globally. Crop yields have been proven to increase significantly through the application of zinc sulphate.

Approximately 8% of world zinc production is consumed as zinc sulphate and oxide compounds. Production of zinc chemical compounds could present an attractive opportunity for the Company.

The Company is continuing to evaluate the possibility of producing various zinc  chemical compounds as a potentially low capital cost high margin alternative to selling a zinc concentrate product to a smelting facility. Metallurgical test work is continuing at SGS Canada Inc. near Lakefield, Ontario.

President and CEO of Nevada Zinc, Bruce Durham commented: “This initial Mineral Resource Estimate of the tonnage and grade of mineralization outlined to-date is another important step forward for Nevada Zinc. We have only tested about 20% of the strike length of the main controlling structure on the Project and still have additional surface exploration to complete over much of the eastern part of the Project.  With consensus forecasts for sustained reasonably strong zinc prices, Nevada Zinc is well positioned to take advantage of the fundamentally strong zinc market. The Project is particularly well located in the strong mining jurisdiction of eastern Nevada, an advantage we intend to exploit as we move the Project forward. The physical and chemical characteristics of our mineralization could make it an ideal feedstock for the production of zinc sulphate, oxide and other chemical compounds.  

Highlights - Mineral Resource Estimate

  • The pit constrained Inferred Mineral Resource Estimate was calculated at a 2% zinc cut-off.

  • Using the 2% zinc cut-off, the Inferred Mineral Resource Estimate is 3,257,000 tonnes at a grade of 7.57% zinc and 0.70% lead.

  • There remains significant potential to expand the limits of the mineralization discovered to-date and also discover other areas of mineralization on the Project.

  • Metallurigical investigations including leach testing are continuing.  

  • Good progress has been made with respect to the concept to concentrate zinc mineralization at site and ship the concentrate to a smelter facility or alternatively to concentrate mineralization at site and subsequently leach the zinc carbonate and oxide mineralization to make zinc sulphate products on site or elsewhere locally.

  • There remains significant potential for the Company to find zinc lead sulphide mineralization at depth as was the case with Arizona Mining discovering the Taylor sulphide deposit below near surface oxide mineralization.

  • No significant drilling has been completed elsewhere on the Project.

Notes on the Mineral Resource Estimate from P&E Mining Consultants Inc. Include:

The drillhole database contains 85 reverse circulation drillholes and 13 diamond drillholes.

A topgraphic surface was constructed using 6m (20 ft) contours supplied by Nevada Zinc combined with the 74 surveyed drillhole collars.  The elevations of the remaining hand held GPS surveyed drillhole collars were adjusted to the resulting topographic surface.

Mineralization domains (wireframes) were constructed from connected cross-sectional polylines using a 2% Zn cut-off. The mineralization is confined to the Devil’s Gate limestone which resulted in two discrete northern mineralized domains and four discrete southern mineralized domains.

The assay information from all of the drilling by the Company completed since 2014 was utilized as the database in this initial NI 43-101 Mineral Resource Estimate.

A total of 1,049 assays were available for grade estimation.

The  drillhole database contains 87 density measurements taken by pycnometer with values ranging from 2.55 to 4.07 tonnes per cubic meter. The average density within the defined mineralized domains is 2.98 tonnes per cubic meter and the average density of the surrounding country rock is 2.79 tonnes per cubic meter. A thin alluvium layer is present.

Since the mineralized domains are contained within the Devil’s Gate limestone, a 10% void discount factor was applied.

Only a few assay intervals for zinc, lead, arsenic and sulphur were capped.

Grade estimation was carried out using Inverse Distance Squared anisotropic linear weighting of between three and fifteen capped assay intervals selected within a search envelope oriented parallel to the defined structures. P&E Mining Consultants Inc. considers that the information available for the Nevada Zinc Corporation Lone Mountain Deposit demonstrates reasonable geological and grade continuity and satisfies the requirements for an NI 43-101 Inferred Mineral Resource Estimate.

For reporting purposes, an optimized pit shell was constructed to constrain the modelled mineralization using the following economic parameters (US$):


Screen Shot 2018-12-11 at 9.27.45 PM.png





The pit constrained Inferred Mineral Resource Estimate at a 2% Zinc cut-off is as follows:




The sensitivity of the Mineral Resource Estimate(1-4) to Zn cut-off grade is as follows:

Screen Shot 2018-12-11 at 9.27.53 PM.png
Screen Shot 2018-12-11 at 9.28.07 PM.png

(1) Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.  

(2) The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

(3) The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

(4) The Mineral Resources in this report were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council.

  

The Inferred Mineral Resouce Estimate for the Project disclosed in this press release was prepared by Fred Brown, P.Geo. and Egene Puritch, P.Eng, FEC, CET of P&E Mining Consultants Inc. By virtue of their education and experience Mr. Brown and Mr. Puritch are Qualified Persons under National Instrument 43-101. Each of them has read and approved the technical contents of this press release as to the accuracy of the statements relating to the Lone Mountain Mineral Resource Estimate.

Bruce Durham P.Geo, President and CEO of Nevada Zinc, is a Qualified Person, as that term is defined by Canadian regulatory guidelines under National Instrument 43-101, and has read and approved the scientific and technical information contained in this press release.

Assay Techniques




Preparation of the samples was done at the ALS Chemex Elko, NV facility.  A 250 gram master pulp was taken then splits were sent to ALS’s North Vancouver, BC facility.  A 48 element package using a 4 acid digestion with ICP-AES and ICP-MS was completed on all samples. For lead and zinc values exceeding the limits of the 48 element package (1% zinc or lead), the procedure was to use a 4 acid digestion with ICP-AES or AAS finish (ore grade analysis).  In the case of values exceeding the limits of the ore grade analysis (30% zinc, 20% lead), the procedure was to use specialized titration methods.




Laboratory QA/QC

Quality control samples from the lab include numerous control blanks, duplicates and recognized standards. Reference standards used include OREAS-131b, OREAS-133b, OREAS-134b, OGGeo08, and CZN-4.  No significant issues were noted with analytical accuracy or precision.

ALS Chemex’s Elko, Reno and North Vancouver location has ISO/IEC 17025:2005 accreditation.

 





About Nevada Zinc

Nevada Zinc is a discovery driven mineral exploration company with a proven management team focused on identifying unique mineral exploration opportunities that have the potential to provide significant value to its shareholders.

While the Company continues to maintain a significant equity interest in the highly prospective Yukon gold properties through its majority ownership position in Generic Gold Corp. (“Generic Gold”), the current focus of the Company is the exploration and advancement of the Project comprised of 231 claims covering over 1,619 hectares (4,000 acres) near Eureka, Nevada and the exploration of the MacBride zinc-copper project in northern Manitoba.

The Project is located in east-central Nevada and is easily accessible via paved and gravel roads northwesterly from Eureka where all essential services are available. The Project includes options, leases or purchase agreements to acquire 100% interests in all properties along the entire key structural trend for more than four kilometres.

The Company has completed 85 reverse circulation drill holes on the Property and  recently completed a 13 hole core drilling program on the Property. Results from the drilling programs have shown numerous broad intersections of medium to high grade non-sulphide zinc mineralization in two locations both of which are located between surface and a depth of approximately 250 metres.

The Company also has the right under an option agreement to earn up to an 80% interest in the MacBride Zinc Project in northern Manitoba (see the Company’s press release dated October 23, 2017).

Additional information about the Company is available on the Company’s website: www.nevadazinc.com

About Majority Owned Generic Gold

Generic Gold Coproration (“Generic Gold”) is a Toronto based mining company exploring precious metal targets in the Tintina Gold Belt in the Yukon Territory of Canada. Since incorporation, Generic Gold completed a significant 2017 exploration program that included diamond drilling on the Livingstone project and trenching on the VIP project, as well as reverse circulation drilling on its Goodman project. Genric Gold is listed on the CSE, (symbol GGC). Information on Generic Gold’s property portfolio and exploration activities are available on the company’s website at www.genericgold.ca. The Company owns 25 million common shares of Generic Gold which has 36.75 million shares outstanding.

For further information contact:

Nevada Zinc Corporation

Suite 1660 141 Adelaide St. West

Toronto, Ontario M5H 3L5

Tel: 416-504-8821

Bruce Durham, President and CEO

bdurham@nevadazinc.com





Neither the 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.

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc.  Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.