Toronto, ON – May 8, 2018 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that it has agreed to assign its interest in the Talbot Option Agreement and the Talbot Property to Norvista Capital Corporation (“Norvista”) (TSX.V: NVV). Rockcliff will assign its interest to Norvista for total cash consideration of $3.0M and an additional 1/2% Net Smelter Royalty (“NSR”) on the nearby Norvista-owned Tower Copper Property that is slated for production in 2020. In the event that Norvista secures at least a 90% interest in the Talbot Property, Rockcliff will receive a 2% NSR on the Talbot Property. The Talbot Property hosts the Talbot Copper deposit, a high-grade 4.2M tonne NI 43-101 Inferred Resource (please refer to news release dated December 7, 2017) located within the prolific Flin Flon-Snow Lake greenstone belt located in central Manitoba.
Rockcliff’s President & CEO Ken Lapierre stated: “Completing this transaction with Norvista for cash and royalties on two separate properties will strengthen Rockcliff’s treasury and add royalties to properties that have an excellent chance of providing future royalty cash flow to the Company. The $3.0M cash we will receive over the next few years allows us to generate exploration dollars without dilution to Rockcliff’s shareholders. Also, the additional ½% NSR Tower Property royalty adds to our existing 1.5% NSR Tower royalty and will increase our royalty cash payments beginning in 2020 when the Tower Property is slated for commercial production. Monetization of a number of properties in our extensive property portfolio validates the Company’s operating strategy and provides cash and royalty streams as a non-dilutive complement to our equity financings. The $3.0M will assist Rockcliff in funding future exploration efforts on our remaining 100%-owned properties in an effort to unlock additional significant value for our shareholders through the growth and advancement of these high-grade base metal and gold assets.”
Highlights of RCLF assigning its option agreement to NVV are:
- $50,000 cash on signing
- $150,000 in 3 months from signing payable at the discretion of Norvista
- If the $150,000 is paid, Norvista is obligated to spend $206,000 to satisfy the remainder of the fifth-year expenditure requirement under the Talbot Agreement
- $1,000,000 cash on commencement of the Tower mine construction (estimated to be 07/19)
- $900,000 cash 3 months after commencement of commercial production (estimated to be 10/20)
- $900,000 cash 6 months after commencement of commercial production
- Additional ½% NSR on Tower Copper Property (RCLF will then own a total of 2% NSR on Tower Property). Norvista can purchase 1% NSR for $2.0M and has right of first refusal on the remaining 1% NSR
- On or before July 1, 2019, Norvista must elect to either spend $2,270,000 to earn a 51% interest under the Talbot Option Agreement, or return the property and the agreement back to the Company and the additional ½% NSR on the Tower Property is forfeited
- 2% NSR on Talbot Property if Norvista acquires at least a 90% interest in the Talbot Property. Norvista can purchase 1% NSR for $2.0M and has right of first refusal on the remaining 1% NSR
Mr. Bruce Durham, Chairman of the Company, is the Managing Director and Director of Norvista. Mr. Don Christie, a director of the Company, is the President, CEO and a director of Norvista. Norvista owns directly and indirectly on an undiluted basis 8.8% of the common shares of the Company. The assignment of the Talbot Option Agreement to Norvista has been unanimously approved by the independent directors of Rockcliff and the independent directors of Norvista.
The above transaction is subject to the consent of Hudbay Minerals Inc. and TSX Venture Exchange approval.
About Rockcliff Metals Corporation
The Company is a Canadian resource exploration company focused on generating cash flow from royalty streams on its base and precious metal assets located in central Manitoba. Rockcliff’s current portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old operating Snow Lake Mining Camp and hosts NI 43-101 compliant copper deposits (the gold-rich Talbot Copper deposit and the Rail Copper deposit) and undeveloped historical zinc deposits (the Lon Zinc deposit, the Bur Zinc deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit). The Company’s properties also include Manitoba’s first and highest-grade former lode-gold producer (Laguna Gold Property), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 and the optioned near-surface high-grade MacBride Zinc deposit located north of Snow Lake near Leaf Rapids, Manitoba.
For further information, please contact:
Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
CHF Capital Markets
Cathy Hume, CEO
Phone: (416) 868-1079 ext.231
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 within, 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 forward-looking statements.
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.