TORONTO (miningweekly.com) – TSX-V-listed juniors Solvista Gold and Rockcliff Resources signed a definitive amalgamation agreement on Friday that would see Solvista acquire all the issued and outstanding common shares of Rockcliff.

The all-scrip transaction would combine Rockcliff’s Snow Lake copper/gold/zinc/silver prospect with Solvista’s working capital to establish a new Solvista-owned and well-funded exploration company headed by an experienced management team.

Under the terms of the agreement, Rockcliff security holders would receive 0.9 of a Solvista share for each Rockcliff share held. Solvista would have 108.2-million common shares issued and outstanding after the transaction had closed and after certain current liabilities of Rockcliff had been settled through issuing Solvista common shares.

Solvista had provided Rockcliff with a $200 000 short-term loan to pay liabilities due before the transaction had closed. The loan was secured against Rockcliff's Rail property, in the Snow Lake district, in Manitoba.

The Rockcliff and Solvista boards had each unanimously approved the amalgamation. Rockcliff shareholders would vote on the transaction at an annual and special meeting to be held on June 10. The TSX-V had provided Solvista with conditional approval for the transaction, which was expected to close on or about June 15.

Haywood Securities acted as a financial adviser to Rockcliff.

ENVY OF PEERS
Rockcliff president and CEO Ken Lapierre in a statement released late last month, when the merger was first announced, said the new Solvista would focus on systematically advancing its Manitoba high-grade copper assets through a diligent priority process that was focused on its best assets. The process was expected to possibly “generate exciting news in the coming months with a view to long-term success to transition the company from an explorer to a mine finder”.

Solvista president and CEO Bruce Durham echoed Lapierre’s words, billing the merger plan “a classic business amalgamation that combines management, directors, projects and capital at a low point in the cycle”.

Solvista had been patiently searching for an acquisition or merger opportunity since completing an option agreement on a copper/gold property in Colombia with Iamgold more than one year ago.

Durham advised that Rockcliff had put together a package of properties that “any serious explorer would envy”.

The projects all hosted significant mineralisation and several had at least historic resources outlined already.

In particular,Talbot, a 2003 discovery by HudBay, was only acquired by Rockcliff last year and had not been drilled since being acquired. It boasted a historic resource by HudBay, remained open to expansion, had proximal untested targets and indications of mineralisation on other parts of the property. “It is already a high-grade copper/zinc/gold/silver deposit and we feel that it could be just a few holes short of becoming a very significant larger deposit,” Durham explained.

Rockcliff was earning a 51% interest in the Talbot property from Hudbay.