Norvista

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

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.

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.

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.