2019

Rockcliff to Commence 100,000 Metre Drill Program on its High-Grade Copper Properties in Snow Lake, Manitoba

Toronto, ON – August 1, 2019 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that drill contracts have been signed and several properties are now permitted for drilling.  The 100,000 metre drill program will commence in August and continue non-stop to December of 2020.  Rockcliff is well-funded, and is now the largest development and exploration junior landholder in the Flin Flon-Snow Lake greenstone belt,  the largest Paleoproterozoic VMS (“Volcanogenic Massive Sulphide”) district (copper, gold, zinc, silver) in the world.
 
Rockcliff’s President and CEO Alistair Ross commented: “We look forward to the start of the largest drill program in Rockcliff’s history. The objectives of this very large drill program are to expand existing resources at several of our deposits, assist in advancing several of our key projects through the pre-feasibility phase as well as to explore for significant new grass roots discoveries on our very prospective land position. The success of the drill program will be an integral part of Rockcliff’s growth strategy as we work to transition the company into Manitoba’s next mining company.”
 
CYR Drilling International Ltd. from Winnipeg, Manitoba and Westcore Drilling Limited from Snow Lake, Manitoba were awarded drilling contracts by the Company. 
 
Initial drilling will commence on the Company’s Rail and Bur properties, followed by drilling on its Talbot and Tower properties located south of the main Snow Lake mining camp. A minimum of five drills will be deployed in August to carry out this phase of the drill program. This phase of the drill program will total approximately 50,000 metres and is scheduled to be completed by the end of 2019.  Between the start of drilling next month and the end of 2020, drilling is also planned on numerous grass roots targets and at least 8 other properties currently held by the Company that are known to host VMS mineralization.
 
About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource development and exploration company with approximately $27 million in cash, 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. 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. The permit process being undertaken by the Company would allow the Company to develop the property using ramp access and allow the Company to extract a bulk sample for test purposes.  The Company 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
Alistair Ross
President & CEO
(705) 507-4251
aross@rockcliffmetals.com

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

 

Cautionary Note Regarding Forward-Looking Statements: 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 the Company 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 a guarantee of future performance and actual results or developments may differ materially from those in the forward-looking statements.
 
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.

 

Stan Spavold Acquires Additional Common Shares of Norvista Capital

HALIFAX, July 19, 2019 /CNW/ - Stan Spavold ("Spavold") announces that he has acquired ownership of 8,546,038 common shares of Norvista Capital Corporation (TSXV: NVV) ("Norvista"), with its head office at 141 Adelaide St. West, Suite 1660, Toronto ON, M5H 3L5, for an aggregate purchase price of $769,143.42 ($0.09 per share).

The common shares were purchased by way of private agreement and were acquired for investment purposes. Spavold may, from time to time, increase or decrease his holdings of common shares of Norvista, depending on market and other conditions.

Spavold's acquisition of 8,546,038 common shares represents approximately 12.13% of the common shares of Norvista issued and outstanding.

Immediately before the acquisition, Spavold owned 608,333 common shares of Norvista, representing approximately 0.86% of all issued and outstanding common shares of Norvista, and 800,000 stock options.

Following the acquisition, Spavold now own 9,154,371 common shares of Norvista, which represents approximately 12.99% of all issued and outstanding common shares of Norvista. If Spavold exercises all of his options, he would hold an aggregate of 9,954,371 common shares of Norvista, representing approximately 14.13% of the issued and outstanding common shares post-exercise.

 

SOURCE Stan Spavold

Nevada Zinc Announces Positive Preliminary Economic Assessment Results for the Lone Mountain Zinc Project Including 40% Pre-Tax IRR – 35% After Tax IRR

Toronto, Ontario June 27, 2019 – Nevada Zinc Corporation (“Nevada Zinc” or the “Company”) (TSX-V: NZN) is pleased to announce the favourable results of an independent Preliminary Economic Assessment (“PEA”) of the viability of potentially mining the zinc mineralization at the Company’s 100% owned Lone Mountain Project (“Project”) in centToronto, Ontario June 27, 2019 – Nevada Zinc Corporation (“Nevada Zinc” or the “Company”) (TSX-V: NZN) is pleased to announce the favourable results of an independent Preliminary Economic Assessment (“PEA”) of the viability of potentially mining the zinc mineralization at the Company’s 100% owned Lone Mountain Project (“Project”) in central Nevada. The PEA highlights strong potential economics for a low cost, relatively simple, open pit zinc mine and floatation plant operating, producing, and selling zinc concentrate for 12 years based on the current Mineral Resources. The operating rate of the mine is planned to be a nominal 800 tonnes per day (“tpd”). Using a long term average zinc price of US $1.13 per pound and an 8% discount rate the Project generates a pre-tax Net Present Value (“NPV”) of US $56.4 M ($75.2 M CDN) and a pre-tax 40% Internal Rate of Return (“IRR”). The after tax NPV (8%) is $43.2 M ($57.6 M CDN) and the after tax IRR is 35%. All currency is stated in USD unless indicated otherwise.

Table 1 - PEA Summary

Parameters

USD

CAD

Pre-Tax IRR

40%

Pre-Tax NPV 8%

$56.4 M

$75.2

After Tax IRR

35%

After Tax NPV 8%

$43.2 M

$57.6 M

Payback Period (After Tax), (years)

2.7

Average Annual Zinc Production (lbs. contained)

35.2 M

Average Annual Zinc Payable (85%) (lbs. payable)

30.0 M

Pre-production Capex

$25.7 M

$34.3 M

Mine Life (years)

12

Anticipated Mill Throughput (Average tpd)

800

Operating Days per Year

347

Mineral Resource Tonnage (tonnes)

3,257,000

Mineral Resource Grade

7.57%

Anticipated Process plant Recovery

80%

Anticipated Grade of Concentrate Produced

45%

Zinc Price for PEA Study (per pound)

$1.13

Foreign Exchange Rate (CAD/USD)

0.75

PEA Cautionary Note

Readers are cautioned that the PEA is preliminary in nature and there is no certainty the results of the PEA as presented will ever be realized. Mineral Resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the inferred mineral resources to mineral reserves.

Bruce Durham, President and CEO of Nevada Zinc commented on the announcement today: “The results in today’s PEA confirm the Company is making good progress toward eventually turning this “grass roots discovery prospect”, into a viable zinc producer. The PEA was envisioned as a low CAPEX project that could withstand cyclical commodity prices and that could be completed in the context of the current capital markets where access to large amounts of capital is simply not available to small companies. The scope of the PEA included new equipment and contract mining. While we know there is potential for the Lone Mountain zinc mineralization to be a quality feedstock for making value added zinc sulphate for the US fertilizer industry and we know our mineralization could potentially be leached using the Metsol non-acid leach technique to produce a value added zinc oxide product, we stopped short of inputting either of these value added scenarios into the PEA. We kept it simple. The assumptions in the PEA are that the mineralization would be mined in a single pit using a contract miner and that the mineralization would be concentrated using standard floatation techniques to make zinc concentrate that would be transported to a smelter for payment. As we progress beyond today’s PEA we will be looking to better quantify the potential to garner more value from the rather unique zinc mineralization at Lone Mountain. The Project is located in a great jurisdiction close to a very supportive mining based community and based on the results to-date, Lone Mountain has the potential to create significant value for our shareholders.” Mr. Durham further added: “There is also a lot of prospectivty at the Project. We have only drill tested a short portion of the 4 kilometre long structure and we have still not drilled deep enough to evaluate the potential for the Project to host significant zinc sulphide mineralization at depth.”

Table 2 – Overview of the PEA Results

Base Case (USD)

Base Case (CAD)

Commodity Assumption

Zinc Price $/lb

$ 1.13

$/tonne

$2,500

Economics Pre-Tax

Net Cash Flow

$106.7 M

$142.2 M

NPV @ 8%

$ 56.4 M

$ 75.2 M

IRR

40%

Economics After Tax

Net Cash Flow

$ 83.8 M

$111.7 M

NPV @ 8%

$ 43.2 M

$ 57.6 M

IRR

35%

Payback Period

2.7 years

Capital and Operating Cost Estimates

Table 3 – Initial and Sustaining Capital Costs (CAPEX)

Area

Start-up Capital ($ M)

Sustaining Capital ($ M)

Total ($ M)

Mining (Contractor – mobilization)

2.0

2.0

Site Development/Infrastructure

2.0

2.0

Mineral Processing

14.0

14.0

Tailings Management Facility

1.0

1.0

Closure

0.5

0.5

Salvage Value

(0.5)

(0.5)

Contingencies (30%)

5.7

5.7

Owners’ Costs

1.0

1.0

Sustaining Capital

2.2

2.2

Total

25.7

2.2

27.9

Table 4 - Operating Costs (OPEX)

Area

Cost per tonne of Mineralized Material ($)

Cost per unit

Unit

Open Pit Mining

19.50

$3.50/t Ore - $2.00/t Waste

per tonne mined

Crushing

3.00

per tonne processed

Processing

22.20

per tonne processed

G&A

2.00

per tonne processed

All Included OPEX

47.70

per tonne processed

Note: PEA assumed that start-up working capital would be provided by concentrate purchaser on credit revolver basis.

The PEA was undertaken at the request of Bruce Durham, P.Geo., President and CEO of the Company and was prepared by Peimeng Ling and Associates Limited (“PL&A”) in accordance with the requirements of NI-43-101 Standards of Disclosure for Mineral Projects (“NI-43-101”). Peimeng Ling, P.Eng. (MSc. Chemical Engineering), the principal author of the Technical Report, is an independant Qualified Person (as that term is defined by Canadian regulatory guidelines) in respect of the preparation of the PEA Technical Report discussed in this press release. Her experience includes over 35 years experience in the chemical and metallurgical processing field including project evaluation and project management.

Table 5 - Mineral Resource Estimate

Cut-Off Zn %

Tonnage (000’s)

Pb%

Zn%

Zn M lb

5%

1,989

0.8

10.05

440

4%

2,473

0.7

8.97

489

3%

2,931

0.7

8.12

525

2%

3,257

0.7

7.57

543

1%

3,534

0.7

7.09

552

Notes: Numbers in Table 5 are from P&E Mining Consultants Inc. report dated July 22, 2018 “Initial Mineral Resource Estimate and Technical Report on the Lone Mountain Property Eureka Nevada USA”. A 2% NSR royalty is payable to the original property vendor on the majority of the Property. All material tonnes and metal values are undiluted. Mineral Resources are calculated assuming a 2% zinc cut-off. 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. Details of the Mineral Resource Estimate can be found in the technical report filed on SEDAR under the Companys’ profile and dated September 7, 2018.

Mining

The mineralization on the Project extends to surface and is amenable to conventional open pit mining methods utilizing front end loaders and trucks. An optimized pit shell was constructed using indicative costs for the area, including $2.50/t mining costs for waste, $3.50/t mining costs for mineralized material, a zinc price of $1.25 per pound, process recovery of 85%, smelter payout of 85%, and smelter charges and freight of $200/t, in addition to processing costs of $20/t and G&A of $3.00/t. (P&E Mining Consultants Inc. 2018 see note above). Slight modifications were made to some of the parameters in light of additional investigations and results from additional metallurgical test work. The PEA established mining costs to be $2.00/t for waste and $3.50/t for mineralization. Process recovery was set at 80%, smelter payout was set as 85% and the achievable concentrate grade was determined to be 45% for the study while G&A was set at $2.00/t. No optimization of the planned mining of the deposit was carried out in the preparation of the PEA.

Table 6 - Processing Plant Feed Schedule

Year

Total Process Plant Feed

(tonnes 000’s) Undiluted

Zinc Grade

(Mineral Resource Grade)

Pounds of Zn Contained in Concentrate (M)

Total Material Mined

(tonnes 000’s)

1

264

7.57%

35.2

2,373

2

264

7.57%

35.2

2,373

3

264

7.57%

35.2

2,373

4

264

7.57%

35.2

2,373

5

264

7.57%

35.2

2,373

6

264

7.57%

35.2

2,373

7

264

7.57%

35.2

2,373

8

264

7.57%

35.2

2,373

9

264

7.57%

35.2

2,373

10

264

7.57%

35.2

2,373

11

264

7.57%

35.2

2,373

12

264

7.57%

35.2

2,373

13

89

7.57%

11.9

837

Total

3,257

7.57%

434.3

29,313

Note: Total material mined values include all production from open pit mining (mineralization plus waste).

Processing

The Company and its consultants have been carrying out mineralogical and metallurgical investigations on the Project’s non-sulphide mineralization since October 2015. Since that time the Company has completed thin section investigations, polished thin section work, Heavy Liquid Separation studies, whole rock dissolution using sulphuric acid, Tescan Integrated Mineral analyser tests, concentrate production tests using floatation techniques to concentrate the mineralization, as well as acid dissolution teswork on floatation concentrate and have also completed initial dissolution test work using the METSOL proprietary process on mineralized rock samples. The dissolution testwork on floatation concentrate material using sulphuric acid was designed to target the dissolution of the zinc minerals to produce a liquid comprised primarily of zinc sulphate. Zinc sulphate product was targeted as an end product that would ideally be an end product for use in the fertilizer or animal food businesses. The dissolution test work completed using the METSOL process was aimed at determining the viability of leaching zinc bearing rock without dissolving the associated calcite and dolomite to produce chemical grade zinc oxide.

The recoverable, and potentially payable mineralization on the Project is comprised of zinc oxide and carbonate and minerals, specifically smithsonite, hemimorphite and willemite with some overlap in the identification of the willemite and hemimorphite minerals. The main gangue minerals associated with the zinc mineralization have been identified as calcite, dolomite and minor quartz. Through the various investigations the smithsonite and hemimorphite/willemite were found to be moderately liberated at a grind size P80 of 600 microns, 57% and 72% respectively. Additional grinding was found to liberate more of the zinc mineralization.

Heavy Liquid Separation tests were completed by Met-Solve Laboratories of Vancouver and also more recently by SGS, Lakefield Ontario. Testing was completed on a variety of fraction sizes and at variable specific gravities (SG). The tests generated grade recovery curves showing good separation of the heavier zinc bearing mineralization.

Floatation test work was carried out at SGS, Lakefield Ontario. Initial test work showed 96% recoveries and produced concentrate with approximately 30% zinc content. Other tests that were completed as follow-up which produced zinc recoveries over 80% recovery and grading more than 40% zinc. Because the tests were preliminary and single batch tests only, it is reasonable to assume that a higher grade of concentrate, up to 45% could be produced with recovery of approximately 80% in more advanced testwork. Another bulk floatation test produced a 46% zinc concentrate with a 67.4% recovery. Again, the sample was a batch test only, so in a locked cycle environment it is considered reasonable that a 45% zinc concentrate could be produced at an 80% recovery rate.

As part of the plan by the Company to determine the best approach to maximize the value of the mineralization, the Company had SGS undertake leach test work using sulphuric acid to attempt leaching of the floatation concentrate. Test work by Outotec in 2016 showed the unconcentrated mineralization was readily leached however the high acid consumption rates would not allow the dissolution of raw mineralization to be a viable processing route. SGS completed 9 leach tests on various floatation concentrates. On the basis of the 9 tests, the conclusions were that in most of the tests, high zinc extraction was achieved. The method of acid addition seemed to have an effect on extraction of silicon. When acid was added slowly only limited silicon was dissolved (~5%).

A report by Metsol in March 2017 describing work completed by them reported the results of leaching of mineralized samples from the Project using the Metsol process, a non-acid leach technique. That work showed the mineralization had characteristics well suited for the leaching of mineralization to produce a zinc oxide product. Leach extraction was shown to be in the range of 80% to over 90% in the 6 samples processed. Post leaching roasting of the material produced a purity of 99.3%.

Table 7 – Sensitivity analysis NPV 8% Pre-Tax Base Case

NPV

NPV

NPV

IRR

Item

Variances

Value

0%

5%

10%

%

Initial Capital Cost ($M)

+15%

Base Case

-15%

22

19

16

104

107

110

68

71

75

45

48

52

35

40

47

Total OPEX

($M)

+15%

Base Case

-15%

15

13

11

83

107

131

53

71

89

35

48

62

32

40

48

Zinc metal price

$/t Zn Metal

+15%

Base Case

-15%

2,875

2,500

2,125

168

107

45

116

71

26

83

48

14

60

40

19

Zinc Grade

+15%

Base Case

-15%

8.7%

7.57%

6.4%

151

107

62

104

71

39

73

48

24

54

40

26

Infrastructure

The Project is ideally located in east central Nevada, approximately 28 kilometres to the northwest of Eureka Nevada, a mining focused area that continues to be supportive of mining development. Highway 50 which provides the main access between Reno Nevada and Eureka passes along the southern boundary of the Project and a year round county maintained road provides access to the eastern part of the Project. Existing unmaintained roads provide access to the planned area of operations.

Two mining operations have recently been permitted in the area. Since being permitted in 2018, McEwen Mining Inc. has constructed and recently declared commercial production at its’ Gold Bar Project approximately 25 km to the northwest of the Project and General Moly, Inc. has completed permitting of its Mount Hope Molybdenum Project located 25 kilometre to the north of the Project.

High voltage power transmission lines are located just to the south of the Project near Highway 50. The PEA contemplates generating power using diesel power. The determination was made that a single 1.5 MW diesel generator is sufficient to provide the power needed for the operation as planned in the PEA. A back-up generator is also included in the plan. Further planned power supply studies include the possibility of using LNG as a fuel for generated power. Primary power generation will be located in proximity to the grinding facilty in order to minimize power line requirements.

Water required for operations and general site purposes would be be supplied by local well sites located as close as possible to the plant location. No plan has been developed on the location of available wells or water rights. The Company has engaged in initial reviews of the possibilities for water rights and will continue the investigation of available water near the project site.

Permits

The Project is located on public BLM lands and patent land. To-date the Company has disturbed less than 5 acres and in order to increase the footprint of disturbance the Company will require a Exploration Plan of Operations (PoO). Mining and exploration activities included in the PoO will require items such as a description of surface disturbance activities, preliminary design reports and a description of waste rock, ore, spent heap and ground water characterization. A Reclamation Plan describing the construction and closure of each facility with the associated bond cost estimate as applicable is also required. Future activities creating more than five acres of disturbance will also require that the BLM perform an appropriate National Environmental Policy Act analysis (NEPA), likely an Environmental Assessment. The NEPA analysis assesses the potential for impacts to all resources from the proposed project. No survey work has been initiated at this time although plans are being made to undertake the work.

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

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 PEA Technical Report on which this press release is based will be posted on the Companys’ website and on SEDAR within 45 days of this release. Some numbers in this release are rounded and therefore some discrepancies may be present in the totals shown.

The Company announces that Allen Ezer has resigned as a director of the Company to pursue other opportunities. The Company thanks Allen for his years of service and wishes him the best in his new ventures.

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

www.nevadazinc.com

Caution Regarding Forward-Looking Statements

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.

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.ral Nevada. The PEA highlights strong potential economics for a low cost, relatively simple, open pit zinc mine and floatation plant operating, producing, and selling zinc concentrate for 12 years based on the current Mineral Resources. The operating rate of the mine is planned to be a nominal 800 tonnes per day (“tpd”). Using a long term average zinc price of US $1.13 per pound and an 8% discount rate the Project generates a pre-tax Net Present Value (“NPV”) of US $56.4 M ($75.2 M CDN) and a pre-tax 40% Internal Rate of Return (“IRR”). The after tax NPV (8%) is $43.2 M ($57.6 M CDN) and the after tax IRR is 35%. All currency is stated in USD unless indicated otherwise.

 

Table 1 - PEA Summary

Parameters

USD

CAD

Pre-Tax IRR

40%

 

Pre-Tax NPV 8%

$56.4 M

$75.2

After Tax IRR

35%

 

After Tax NPV 8%

$43.2 M

$57.6 M

Payback Period (After Tax), (years)

2.7

 

Average Annual Zinc Production (lbs. contained)

35.2 M

 

Average Annual Zinc Payable (85%) (lbs. payable)

30.0 M

 

Pre-production Capex

$25.7 M

$34.3 M

Mine Life (years)

12

 

Anticipated Mill Throughput (Average tpd)

800

 

Operating Days per Year

347

 

Mineral Resource Tonnage (tonnes)

3,257,000

 

Mineral Resource Grade

7.57%

 

Anticipated Process plant Recovery

80%

 

Anticipated Grade of Concentrate Produced

45%

 

Zinc Price for PEA Study (per pound)

$1.13

 

Foreign Exchange Rate (CAD/USD)

0.75

 

 

PEA Cautionary Note

Readers are cautioned that the PEA is preliminary in nature and there is no certainty the results of the PEA as presented will ever be realized. Mineral Resources are not mineral reserves and do not have demonstrated economic viability. Additional work is required to upgrade the inferred mineral resources to mineral reserves.

 

Bruce Durham, President and CEO of Nevada Zinc commented on the announcement today: “The results in today’s PEA confirm the Company is making good progress toward eventually turning this “grass roots discovery prospect”, into a viable zinc producer. The PEA was envisioned as a low CAPEX project that could withstand cyclical commodity prices and that could be completed in the context of the current capital markets where access to large amounts of capital is simply not available to small companies. The scope of the PEA included new equipment and contract mining. While we know there is potential for the Lone Mountain zinc mineralization to be a quality feedstock for making value added zinc sulphate for the US fertilizer industry and we know our mineralization could potentially be leached using the Metsol non-acid leach technique to produce a value added zinc oxide product, we stopped short of inputting either of these value added scenarios into the PEA. We kept it simple. The assumptions in the PEA are that the mineralization would be mined in a single pit using a contract miner and that the mineralization would be concentrated using standard floatation techniques to make zinc concentrate that would be transported to a smelter for payment. As we progress beyond today’s PEA we will be looking to better quantify the potential to garner more value from the rather unique zinc mineralization at Lone Mountain. The Project is located in a great jurisdiction close to a very supportive mining based community and based on the results to-date, Lone Mountain has the potential to create significant value for our shareholders.” Mr. Durham further added: “There is also a lot of prospectivty at the Project. We have only drill tested a short portion of the 4 kilometre long structure and we have still not drilled deep enough to evaluate the potential for the Project to host significant zinc sulphide mineralization at depth.”

 

Table 2 – Overview of the PEA Results

 

 

 

Base Case (USD)

Base Case (CAD)

 

 

 

 

Commodity Assumption

Zinc Price $/lb

      $ 1.13

 

 

                $/tonne

      $2,500

 

 

 

 

 

Economics Pre-Tax

Net Cash Flow

$106.7 M

$142.2 M

 

NPV @ 8%

$  56.4 M

$  75.2 M

 

IRR

     40%

 

 

 

 

 

Economics After Tax

Net Cash Flow

$  83.8 M

$111.7 M

 

NPV @ 8%

$  43.2 M

$  57.6 M

 

IRR

     35%

 

 

Payback Period

    2.7 years

 

 

Capital and Operating Cost Estimates

 

Table 3 – Initial and Sustaining Capital Costs (CAPEX)

 

Area

Start-up Capital ($ M)

Sustaining Capital ($ M)

Total ($ M)

Mining (Contractor – mobilization)

  2.0

 

  2.0

Site Development/Infrastructure

  2.0

 

  2.0

Mineral Processing

14.0

 

14.0

Tailings Management Facility

  1.0

 

  1.0

Closure

     0.5

 

     0.5

Salvage Value

   (0.5)

 

   (0.5)

Contingencies (30%)

  5.7

 

  5.7

Owners’ Costs

  1.0

 

  1.0

Sustaining Capital

 

     2.2

  2.2

Total

  25.7

     2.2

 27.9

 

Table 4 - Operating Costs (OPEX)

 

Area

Cost per tonne of Mineralized Material ($)

Cost per unit

Unit

Open Pit Mining

19.50

$3.50/t Ore - $2.00/t Waste

per tonne mined

Crushing

  3.00

 

per tonne processed

Processing

22.20

 

per tonne processed

G&A

  2.00

 

per tonne processed

All Included OPEX

47.70

 

per tonne processed

 

Note:  PEA assumed that start-up working capital would be provided by concentrate purchaser on credit revolver basis.

           

The PEA was undertaken at the request of Bruce Durham, P.Geo., President and CEO of the Company and was prepared by Peimeng Ling and Associates Limited (“PL&A”) in accordance with the requirements of NI-43-101 Standards of Disclosure for Mineral Projects (“NI-43-101”). Peimeng Ling, P.Eng. (MSc. Chemical Engineering), the principal author of the Technical Report, is an independant Qualified Person (as that term is defined by Canadian regulatory guidelines) in respect of the preparation of the PEA Technical Report discussed in this press release. Her experience includes over 35 years experience in the chemical and metallurgical processing field including project evaluation and project management.

 

Table 5 -  Mineral Resource Estimate

 

Cut-Off Zn %

Tonnage (000’s)

Pb%

Zn%

Zn M lb

5%

1,989

0.8

10.05

440

4%

2,473

0.7

8.97

489

3%

2,931

0.7

8.12

525

2%

3,257

0.7

7.57

543

1%

3,534

0.7

7.09

552

 

Notes: Numbers in Table 5 are from P&E Mining Consultants Inc. report dated July 22, 2018 “Initial Mineral Resource Estimate and Technical Report on the Lone Mountain Property Eureka Nevada USA”. A 2% NSR royalty is payable to the original property vendor on the majority of the Property. All material tonnes and metal values are undiluted. Mineral Resources are calculated assuming a 2% zinc cut-off. 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. Details of the Mineral Resource Estimate can be found in the technical report filed on SEDAR under the Companys’ profile and dated September 7, 2018.

 

Mining

 

The mineralization on the Project extends to surface and is amenable to conventional open pit mining methods utilizing front end loaders and trucks. An optimized pit shell was constructed using indicative costs for the area, including $2.50/t mining costs for waste, $3.50/t mining costs for mineralized material, a zinc price of $1.25 per pound, process recovery of 85%, smelter payout of 85%, and smelter charges and freight of $200/t, in addition to processing costs of $20/t and G&A of $3.00/t. (P&E Mining Consultants Inc. 2018 see note above). Slight modifications were made to some of the parameters in light of additional investigations and results from additional metallurgical test work. The PEA established mining costs to be $2.00/t for waste and $3.50/t for mineralization. Process recovery was set at 80%, smelter payout was set as 85% and the achievable concentrate grade was determined to be 45% for the study while G&A was set at $2.00/t. No optimization of the planned mining of the deposit was carried out in the preparation of the PEA.

 

Table 6 - Processing Plant Feed Schedule

 

Year

Total Process Plant Feed

(tonnes 000’s) Undiluted

Zinc Grade

(Mineral Resource Grade)

Pounds of Zn Contained in Concentrate (M)

Total Material Mined

(tonnes 000’s)

1

264

7.57%

35.2

2,373

2

264

7.57%

35.2

2,373

3

264

7.57%

35.2

2,373

4

264

7.57%

35.2

2,373

5

264

7.57%

35.2

2,373

6

264

7.57%

35.2

2,373

7

264

7.57%

35.2

2,373

8

264

7.57%

35.2

2,373

9

264

7.57%

35.2

2,373

10

264

7.57%

35.2

2,373

11

264

7.57%

35.2

2,373

12

264

7.57%

35.2

2,373

13

89

7.57%

11.9

   837

Total

3,257

7.57%

434.3

          29,313

 

Note: Total material mined values include all production from open pit mining (mineralization plus waste).

Processing

The Company and its consultants have been carrying out mineralogical and metallurgical investigations on the Project’s non-sulphide mineralization since October 2015. Since that time the Company has completed thin section investigations, polished thin section work, Heavy Liquid Separation studies, whole rock dissolution using sulphuric acid, Tescan Integrated Mineral analyser tests, concentrate production tests using floatation techniques to concentrate the mineralization, as well as acid dissolution teswork on floatation concentrate and have also completed initial dissolution test work using the METSOL proprietary process on mineralized rock samples. The dissolution testwork on floatation concentrate material using sulphuric acid was designed to target the dissolution of the zinc minerals to produce a liquid comprised primarily of zinc sulphate. Zinc sulphate product was targeted as an end product that would ideally be an end product for use in the fertilizer or animal food businesses. The dissolution test work completed using the METSOL process was aimed at determining the viability of leaching zinc bearing rock without dissolving the associated calcite and dolomite to produce chemical grade zinc oxide.

The recoverable, and potentially payable mineralization on the Project is comprised of zinc oxide and carbonate and minerals, specifically smithsonite, hemimorphite and willemite with some overlap in the identification of the willemite and hemimorphite minerals. The main gangue minerals associated with the zinc mineralization have been identified as calcite, dolomite and minor quartz. Through the various investigations the smithsonite and hemimorphite/willemite were found to be moderately liberated at a grind size P80 of 600 microns, 57% and 72% respectively. Additional grinding was found to liberate more of the zinc mineralization.

Heavy Liquid Separation tests were completed by Met-Solve Laboratories of Vancouver and also more recently by SGS, Lakefield Ontario. Testing was completed on a variety of fraction sizes and at variable specific gravities (SG).  The tests generated grade recovery curves showing good separation of the heavier zinc bearing mineralization.

Floatation test work was carried out at SGS, Lakefield Ontario. Initial test work showed 96% recoveries and produced concentrate with approximately 30% zinc content. Other tests that were completed as follow-up which produced zinc recoveries over 80% recovery and grading more than 40% zinc. Because the tests were preliminary and single batch tests only, it is reasonable to assume that a higher grade of concentrate, up to 45% could be produced with recovery of approximately 80% in more advanced testwork. Another bulk floatation test produced a 46% zinc concentrate with a 67.4% recovery. Again, the sample was a batch test only, so in a locked cycle environment it is considered reasonable that a 45% zinc concentrate could be produced at an 80% recovery rate.

As part of the plan by the Company to determine the best approach to maximize the value of the mineralization, the Company had SGS undertake leach test work using sulphuric acid to attempt leaching of the floatation concentrate. Test work by Outotec in 2016 showed the unconcentrated mineralization was readily leached however the high acid consumption rates would not allow the dissolution of raw mineralization to be a viable processing route. SGS completed 9 leach tests on various floatation concentrates. On the basis of the 9 tests, the conclusions were that in most of the tests, high zinc extraction was achieved. The method of acid addition seemed to have an effect on extraction of silicon. When acid was added slowly only limited silicon was dissolved (~5%).

A report by Metsol in March 2017 describing work completed by them reported the results of leaching of mineralized samples from the Project using the Metsol process, a non-acid leach technique. That work showed the mineralization had characteristics well suited for the leaching of mineralization to produce a zinc oxide product. Leach extraction was shown to be in the range of 80% to over 90% in the 6 samples processed. Post leaching roasting of the material produced a purity of 99.3%.

Table 7 – Sensitivity analysis NPV 8% Pre-Tax Base Case

 

 

 

NPV

 

NPV

NPV

IRR

Item

Variances

Value

0%

5%

10%

%

 

 

 

 

 

 

 

Initial Capital Cost ($M)

+15%

Base Case

-15%

22

19

16

104

107

110

68

71

75

45

48

52

35

40

47

Total OPEX

($M)

+15%

Base Case

-15%

15

13

11

83

107

131

53

71

89

35

48

62

32

40

48

Zinc metal price

$/t Zn Metal

+15%

Base Case

-15%

2,875

2,500

2,125

168

107

45

116

71

26

83

48

14

60

40

19

Zinc Grade

+15%

Base Case

-15%

8.7%

7.57%

6.4%

151

107

62

104

71

39

73

48

24

54

40

26

 

 

Infrastructure

The Project is ideally located in east central Nevada, approximately 28 kilometres to the northwest of Eureka Nevada, a mining focused area that continues to be supportive of mining development. Highway 50 which provides the main access between Reno Nevada and Eureka passes along the southern boundary of the Project and a year round county maintained road provides access to the eastern part of the Project. Existing  unmaintained roads provide access to the planned area of operations.

Two mining operations have recently been permitted in the area. Since being permitted in 2018, McEwen Mining Inc. has constructed and recently declared commercial production at its’ Gold Bar Project approximately 25 km to the northwest of the Project and General Moly, Inc. has completed permitting of its Mount Hope Molybdenum Project located 25 kilometre to the north of the Project.

High voltage power transmission lines are located just to the south of the Project near Highway 50. The PEA contemplates generating power using diesel power. The determination was made that a single 1.5 MW diesel generator is sufficient to provide the power needed for the operation as planned in the PEA. A back-up generator is also included in the plan. Further planned power supply studies include the possibility of using LNG as a fuel for generated power.  Primary power generation will be located in proximity to the grinding facilty in order to minimize power line requirements.

Water required for operations and general site purposes would be be supplied by local well sites located as close as possible to the plant location. No plan has been developed on the location of available wells or water rights. The Company has engaged in initial reviews of the possibilities for water rights and will continue the investigation of available water near the project site.

Permits

The Project is located on public BLM lands and patent land. To-date the Company has disturbed less than 5 acres and in order to increase the footprint of disturbance the Company will require a Exploration Plan of Operations (PoO). Mining and exploration activities included in the PoO will require items such as a description of surface disturbance activities, preliminary design reports and a description of waste rock, ore, spent heap and ground water characterization. A Reclamation Plan describing the construction and closure of each facility with the associated bond cost estimate as applicable is also required. Future activities creating more than five acres of disturbance will also require that the BLM perform an appropriate National Environmental Policy Act analysis (NEPA), likely an Environmental Assessment. The NEPA analysis assesses the potential for impacts to all resources from the proposed project. No survey work has been initiated at this time although plans are being made to undertake the work.

 

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

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 PEA Technical Report on which this press release is based will be posted on  the Companys’ website and on SEDAR within 45 days of this release. Some numbers in this release are rounded and therefore some discrepancies may be present in the totals shown.

 

The Company announces that Allen Ezer has resigned as a director of the Company to pursue other opportunities. The Company thanks Allen for his years of service and wishes him the best in his new ventures.

 

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 

www.nevadazinc.com

Caution Regarding Forward-Looking Statements

 

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.

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 Positive Change of Land Use Notice for its Permit Application at Santana Gold Project

Toronto, Ontario and Vancouver, British Columbia--(Newsfile Corp. - June 27, 2019) - Minera Alamos Inc. (TSXV: MAI) ("Minera" or the "Company") is pleased to announce that it has received 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 Santana gold project ("Santana"). 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 allow the Company to construct mining and processing facilities at the Santana 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 Santana project.

"The receipt of this notification represents another major milestone for the Company. Despite the anticipated delays related to the changes in the Mexican government in 2018, this notice was received approximately one year following our permitting application for commercial production at Santana," stated Darren Koningen, CEO of Minera Alamos. "Our highly experienced Mexican technical team continues to demonstrate the ability to concurrently advance 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 are excited to advance the Company's Santana gold project which remains our top priority for construction consideration in 2019."

The receipt of a MIA-ETJ permit for Santana will allow the Company to initiate applications for other state/local permits that will be required in advance of any commercial mine production. These lesser permits cover activities such as water use and explosives. In addition, the Company can now proceed with advanced discussions with potential contractors related to mining, crushing, construction, etc. The Santana 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. While certain state and local permits are required to commence mining operations the successful completion of the MIA-ETJ permit process will allow the Company to commence all necessary earthworks and construction activities in advance of mining operations.

As planning activities ramp up over the summer, the Company will provide regular updates as to the progress on multiple fronts. Additionally, efforts are underway to complete Phase 2 of the exploration and development drilling program at the Santana project. The new program was designed to demonstrate the potential of the project to host multiple "Nicho-style" mineralized systems that could be combined to supply feed material for an expanded regional production facility.

Drilling will follow-up on the step out holes at the main Nicho deposit where Phase 1 drilling returned holes that included: 80.4m of 1.05 g/t Au and 127m of 0.81 g/t Au (see news releases dated October 17, 2018 and November 1st, 2018).

Additionally, the Divisadero discovery hole (95.7m of 1.47 g/t AuEq - see news release dated October 25th, 2018), remains the only hole drilled into a new system that has been traced at surface over an extent of 300-400m before it disappears under surface cover. This area as well as other newly defined Nicho-style pipes like Zata have now been well defined at surface but remained largely undrilled as of the end of the 2018 Phase 1 program.

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 portfolio of high-quality Mexican development assets, including the La Fortuna open-pit gold project in Durango (positive PEA completed and permits granted) and the Santana open-pit heap-leach development project in Sonora (test mining and processing completed).

The Company's strategy is to develop low capex, high margin assets with expansion opportunities while continuing to pursue complementary strategic acquisitions.

For Further Information Please Contact:

Minera Alamos Inc.
Doug Ramshaw, President
Tel: 604-600-4423
Email: dramshaw@mineraalamos.com
Website: 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 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/45935

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