Rockcliff to Commence Unit Offerings and Closes on $1.5 Million of the Offering With the MineralFields Group
December 02 2010 - 8:00AM
Marketwired
Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX
VENTURE: RCR)(Tier 1) is pleased to announce it is undertaking a
non-brokered flow through unit private placement and a non-brokered
unit private placement to raise aggregate proceeds of up to
$4,000,000 (the "Offering") to provide it with additional operating
and exploration capital. Rockcliff is also pleased to announce the
first closing of this private placement of $1,500,000 with the
MineralFields Group. The majority of the exploration capital will
be allocated to the Company's Snow Lake Project where a major
diamond drill program is planned on three (Tower, Rail, Lon) of the
Company's VMS (copper-gold) deposits.
Rockcliff is offering up to 15,000,000 flow-through units of the
Company at a price of $0.20 per unit, for gross proceeds of up to
$3,000,000. Each unit (an "FT Unit") will consist of one
flow-through common share of the Company and one-half (1/2) non
flow-through share purchase warrant (an "FT Warrant"). Each full FT
Warrant will entitle the holder to acquire an additional common
share at $0.30 for a period of eighteen (18) months from
Closing.
Rockcliff is also offering up to 6,666,666 working capital units
of the Company at a price of $0.15 per unit, for gross proceeds of
up to $1,000,000. Each unit (a "Unit") will consist of one common
share of the Company and one (1) share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to acquire an
additional common share at $0.30 for a period of eighteen (18)
months from Closing.
The Company will pay finders fees of 8% cash and issue
Compensation Warrants equal to 8% of the number of Units or FT
Units placed by any eligible finders. Each Compensation Warrant
will entitle the finder to acquire one common share at $0.15 for
each Unit sold or one common share at $0.20 for each FT Unit sold
for a period of eighteen (18) months from Closing.
Insiders of the Company will subscribe for $45,000 of FT Units
and $15,000 of WC Units. The insider private placements are exempt
from the valuation and minority shareholder approval requirements
of Multilateral Instrument 61-101 ("MI61-101") by virtue of the
exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in
that the fair market value of the consideration for the securities
of the Company to be issued to insiders does not exceed 25% of its
market capitalization.
All securities issued pursuant to the above referenced private
placements are subject to a statutory four month hold period and
regulatory approval.
Pursuant to the Offering, Rockcliff is pleased to announce that
it has placed 7,500,000 FT Units for gross proceeds of $1,500,000
with MineralFields Group. Rockcliff paid finders fees to Limited
Market Dealer Inc. and Integral Wealth Securities Limited for this
placement in the amount of $74,100 and $42,000, respectively, and
370,500 and 210,000 Compensation Warrants, respectively. Securities
issued under this private placement are subject to a hold period
ending April 12, 2011.
Ken Lapierre, President and Chief Executive Officer commented
that "We are very pleased to be continuing our relationship with
MineralFields Group. This is an important milestone in the growth
of Rockcliff Resources Inc. and we look forward to working with
MineralFields Group as we develop our holdings in Manitoba and
Ontario."
About MineralFields, Pathway and First Canadian Securities®
MineralFields Group (a division of Pathway Asset Management), based
in Toronto, Vancouver, Montreal and Calgary, is a mining fund with
significant assets under administration that offers its
tax-advantaged super flow-through limited partnerships to investors
throughout Canada as well as hard-dollar resource limited
partnerships to investors throughout the world. Pathway Asset
Management also specializes in the manufacturing and distribution
of structured products and mutual funds (including the Pathway
Multi Series Fund Inc. corporate-class mutual fund series).
Information about MineralFields Group is available at
www.mineralfields.com. First Canadian Securities® (a division of
Limited Market Dealer Inc.) is active in leading resource
financings (both flow-through and hard dollar PIPE financings) on
competitive, effective and service-friendly terms, and offers
investment banking, mergers and acquisitions, and mining industry
consulting, services to resource companies. MineralFields and
Pathway have financed several hundred mining and oil and gas
exploration companies to date through First Canadian
Securities®.
Rockcliff Resources Inc.
Rockcliff Resources Inc. is a Canadian resource exploration
company focused on discovery and advancement of its high-quality
mineral assets at its Snow Lake Project. Rockcliff presently
controls the Snow Lake Project totaling in excess of 600 km2
located within and proximal to the Snow Lake Mining Camp. The
project presently includes four historic VMS (copper-gold rich)
deposits (Rail, Lon, Reed and Kof), the Tower VMS (copper-gold)
prospect, a former gold mine (Century Gold Mine), one gold deposit
(C-Zone) as well as additional areas with potential for VMS
(copper-gold rich) and gold mineralization. Rockcliff also controls
the Black Gold precious metal property in northern Ontario.
For more information please visit
www.rockcliffresources.com.
Forward Looking Statement:
Some of the statements contained herein may be forward-looking
statements which involve known and unknown risks and uncertainties.
Without limitation, statements regarding potential mineralization
and resources, exploration results, and future plans and objectives
of the Company are forward looking statements that involve various
risks. The following are important factors that could cause the
Company's actual results to differ materially from those expressed
or implied by such forward looking statements: changes in the world
wide price of mineral commodities, general market conditions, risks
inherent in mineral exploration, risks associated with development,
construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional capital.
There can be no assurance that forward-looking statements will
prove to be accurate as actual results and future events may differ
materially from those anticipated in such statements. Rockcliff
undertakes no obligation to update such forward-looking statements
if circumstances or management's estimates or opinions should
change. The reader is cautioned not to place undue reliance on such
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."
Contacts: Rockcliff Resources Inc. Ken Lapierre, P.Geo.
President and CEO (416) 863-9800 klapierre@rockcliffresources.com
www.rockcliffresources.com