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     319  0 Kommentare Solvista Gold Corporation and Rockcliff Resources Inc. Sign Amalgamation Agreement

    TORONTO, ONTARIO--(Marketwired - April 20, 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 March 30, 2015, they have entered into a definitive amalgamation agreement dated April 17, 2015 (the "Amalgamation Agreement") among Solvista, Rockcliff and a wholly-owned subsidiary of Solvista ("Solvista Subco"), whereby Solvista will acquire all of the issued and outstanding common shares of Rockcliff (the "Transaction"). 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 (the "Exchange Ratio"). 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 at www.sedar.com.

    In connection with the Transaction, Solvista has provided Rockcliff with a $200,000 short-term loan (the "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 (the "Rockcliff Shareholders") for consideration and approval at an annual and special meeting to be held on June 10, 2015 (the "Rockcliff Meeting"). The TSX Venture Exchange provided Solvista with conditional approval for the Transaction but the Transaction still remains subject to final approval by the TSXV, 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.

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    Solvista Gold Corporation and Rockcliff Resources Inc. Sign Amalgamation Agreement TORONTO, ONTARIO--(Marketwired - April 20, 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 …