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Solvista Gold Corp. and Rockcliff Resources Inc. Announce Closing of Amalgamation

19.06.2015  |  Marketwire
TORONTO, June 19, 2015 - Solvista Gold Corporation (TSX VENTURE:SVV) (OTCQX:SVVZF) ("Solvista") and Rockcliff Resources Inc. (TSX VENTURE:RCR) ("Rockcliff") are pleased to announce that, further to the Joint Press Release issued May 12, 2015, the amalgamation (the "Amalgamation") of Rockcliff and a wholly-owned subsidiary of Solvista ("Solvista Subco") has closed. Pursuant to the amalgamation, each of the issued and outstanding securities of Rockcliff were exchanged for 0.9 of an equivalent security of Solvista (the "Exchange Ratio"). The newly amalgamated company, known as Rockcliff Resources Inc., which holds all of Rockcliff's assets, is a wholly-owned subsidiary of Solvista. Solvista has a total of 108,201,018 common shares issued and outstanding upon closing of the Amalgamation and the settlement of certain current liabilities of Rockcliff through the issuance of common shares of Solvista. On closing Ken Lapierre was appointed President and CEO of Solvista and Bruce Durham resigned as President and CEO. He will continue as a director and consultant to the Company. The Board of Directors of Solvista would like to thank Mr. Durham for his service to the company as President and CEO. As part of the Amalgamation, Ken Lapierre and Bill Johnstone joined Donald Christie, Bruce Durham, Roger Easterday, G. Edmund King, Miller O'Prey and Gerald McCarvill on the Board of Directors of Solvista.

At the shareholders meeting for Rockcliff held on June 17, 2015, in excess of 48% of issued and outstanding capital of Rockcliff was represented. The Amalgamation was approved by more than a 99% majority of the shareholders voting at the meeting. The common shares of Rockcliff can be traded immediately on the TSX Venture Exchange as Solvista shares at the Exchange Ratio, under the symbol "SVV".

Ken Lapierre, the newly appointed President and Chief Executive Officer of Solvista, stated, "I am very pleased with the support received from the shareholders of Rockcliff for the Amalgamation. The new Solvista is well funded with exceptional copper assets, a Management team with decades of mineral discovery experience and a dynamic Board of Directors with extensive experience in the financial sector. I am excited to be joining the Solvista team with the technical and financial background and the funds in place to continue with the primary goal of becoming mine finders within the Snow Lake Project located in Manitoba, Canada. Our first step in this process will be the commencement of a drill program at the Talbot Property."


Solvista Gold Corp.

Solvista is a Canadian resource exploration company focused on discovery and resource growth of its high-quality mineral properties at its Snow Lake Project. Solvista presently controls the Snow Lake Project in central Manitoba, totalling in excess of 350 km2. The project includes two VMS high grade copper rich NI 43-101 Resources (T-1, Rail), two historic high grade VMS copper deposits (Lon and Talbot), the T-2 Copper Zone (Tower), numerous untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North). Solvista also owns a zinc-silver rich NI 43-101 Resource (Shihan) in Ontario. For more information, please visit the Rockcliff website at www.rockcliffresources.com.

Solvista also holds with two gold exploration projects, Caramanta and Guadalupe located in Colombia, South America. These two projects cover approximately 44,000 hectares in the Antioquia province of Colombia, a region rich in historic gold mining tradition and where several new gold discoveries have recently been made. Solvista's key Colombian project, Caramanta is the subject of a significant option agreement with IAMGold Corp. as described in a press release dated December 13, 2013. Further information on the agreement is available on SEDAR and on Solvista's website. Solvista is well funded and has completed initial drill programs at both its projects, with the discovery of significant mineralization at both. For further details on Solvista, its management team and its projects, please refer to Solvista's website (www.solvistagold.com).


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.

Cautionary Note Regarding Forward-Looking Statements: This joint news release ("News Release") includes certain "forward-looking statements". All statements other than statements of historical fact, included in this News Release, including, without limitation, future plans and objectives of Solvista and Rockcliff, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Solvista's and Rockcliff's expectations are the risks detailed herein and from time to time in the filings made by Solvista and Rockcliff with securities regulators including the following: (i) Neither Solvista nor Rockcliff have a history of profit; (ii) investment in the common shares of either Solvista or Rockcliff is highly speculative given the nature of each company's business and their present stages of development; (iii) the negotiations for the Transaction may not advance, and even if they do, it may not be possible to enter into definitive documentation on satisfactory terms and close the transaction on the terms described herein or at all; (iv) some of the directors and officers of Solvista and Rockcliff will only devote a portion of their time to the business and affairs of the proposed merged entity and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time; (v) there can be no assurance that an active and liquid market for the combined entity's common shares will develop and an investor may find it difficult to resell its common shares; and, (vi) those risks set out in the public documents of both Solvista and Rockcliff filed on SEDAR. This list is not exhaustive of the factors that may affect any of Solvista's and Rockcliff's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on either Solvista's or Rockcliff's forward-looking statements. Although Solvista and Rockcliff believe that the assumptions and factors used in preparing the forward-looking information in this News Release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this News Release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Solvista and Rockcliff disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law.




Contact

Solvista Gold Corp.
Ken Lapierre, P.Geo, President & CEO
(416) 644-1752; cell (647)678-3879
klapierre@rockcliffresources.com

Solvista Gold Corp.
Don Christie, CPA, Chief Financial Officer
(416) 504-4171
dchristie@solvistagold.com
www.rockcliffresources.com / www.solvistagold.com
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