2019

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. 

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