Rockcliff Resources Inc. and Solvista Gold Corp., further to the joint press release issued March 30, 2015, have entered into a definitive amalgamation agreement dated April 17, 2015, among Solvista, Rockcliff and a wholly owned subsidiary of Solvista, whereby Solvista will acquire all of the issued and outstanding common shares of Rockcliff. The transaction will be effected by way of a three-cornered amalgamation pursuant to which Solvista Subco will amalgamate with Rockcliff, and each issued and outstanding security of Rockcliff will be exchanged for 0.9 of an equivalent security of Solvista. Following completion of the transaction, the newly amalgamated company, which will hold all of Rockcliff's assets, will be a wholly owned subsidiary of Solvista. The completion of the transaction remains subject to a number of conditions, as set forth below. Solvista will have a total of 108,201,019 common shares issued and outstanding upon closing of the transaction and the settlement of certain current liabilities of Rockcliff through the issuance of common shares of Solvista. A copy of the amalgamation agreement is available on the SEDAR profiles for each of Solvista and Rockcliff on SEDAR.
In connection with the transaction, Solvista has provided Rockcliff with a $200,000 short-term loan for the payment of liabilities due prior to the completion of the transaction. The loan is secured against Rockcliff's Rail property located in the Snow Lake district in Manitoba.
The transaction will be submitted to the shareholders of Rockcliff for consideration and approval at an annual and special meeting to be held on June 10, 2015. The TSX Venture Exchange provided Solvista with conditional approval for the transaction but the transaction still remains subject to final approval by the TSX-V, including receipt of all final documentation, standard closing conditions, including the approval of the transaction by the Rockcliff shareholders, and completion of due diligence investigations to the satisfaction of each of the parties. The transaction is expected to close on or about June 15, 2015.
The amalgamation has been unanimously approved by the board of directors of Rockcliff and the board of directors of Solvista. Haywood Securities Inc., as a financial adviser to Rockcliff, has provided an oral opinion to the board of directors of Rockcliff, that subject to the assumptions, limitations and qualifications set out in such fairness opinion, as of April 15, 2015, the exchange ratio provided for in the amalgamation agreement is fair, from a financial point of view, to the Rockcliff shareholders.
Further information regarding the transaction will be contained in the management information circular that will be prepared, filed and mailed by Rockcliff in due course to the Rockcliff shareholders in connection with the Rockcliff meeting. The Rockcliff shareholders are urged to read the information circular once it becomes available as it will contain additional important information concerning the transaction.