Rockcliff Closes on $1.175 Million of Flow-Through Offering With the MineralFields Group and Commences FT Unit and Unit Offer...
December 01 2011 - 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
$2,500,000 (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 $1,175,000 with the
MineralFields Group. The majority of the exploration capital will
be allocated to the Company's Snow Lake Project where diamond
drilling programs are planned at the Tower Property, Spruce Point
Property and Dickstone Property in Manitoba.
Rockcliff is offering up to 18,181,818 flow-through units of the
Company at a price of $0.11 per unit, for gross proceeds of up to
$2,000,000. Each unit (a "FT Unit") consists of one flow-through
common share of the Company and one-half (1/2) non flow-through
share purchase warrant (a "Warrant"). Each full Warrant entitles
the holder to acquire an additional common share at $0.18 for a
period of eighteen (18) months from Closing.
Pursuant to the Offering, Rockcliff is pleased to announce that
it has placed 10,681,818 FT Units for gross proceeds of $1,175,000
with MineralFields Group. Limited Market Dealer Inc. received a
finder's fee of $70,500, a due diligence fee of $23,500 plus H.S.T.
and 854,545 Compensation Warrants exercisable into a common share
at $0.18 for a period of eighteen (18) months from Closing.
Securities issued under this private placement are subject to a
hold period ending March 31, 2012.
Rockcliff is also offering up to 5,000,000 working capital units
of the Company at a price of $0.10 per unit, for gross proceeds of
up to $500,000. Each unit (a "Unit") consists of one common share
of the Company and one (1) share purchase warrant (a "Warrant").
Each Warrant entitles the holder to acquire an additional common
share at $0.18 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 $0.18 for
each FT Unit or Unit sold for a period of eighteen (18) months from
Closing.
Insiders of the Company will subscribe for $15,000 of FT Units
and $15,000 of 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 the 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.
Rockcliff will offer the Units and the balance of the FT Units
with an anticipated closing of December 22, 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."
About MineralFields Group
MineralFields Group (a division of Pathway Asset Management),
based in Toronto, Montreal, Vancouver 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. The sector focus is
on gold and precious metals, base metals, rare earths and lithium,
potash, uranium, oil, coal and gas. 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 ®, and have raised over $1 billion in their 10
year history.
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 totalling in excess of 500 km2. The
project includes one copper rich NI43-101 Indicated Resource
(Rail), two former copper rich VMS Mines (Spruce Point and
Dickstone), one historic VMS copper deposit (Lon) and the Tower
Copper Deposit. Rockcliff also controls a zinc-silver rich NI43-101
Indicated Resource (Shihan) and a portfolio of precious metal
assets including one former gold mine (Century Mine) and one
surface gold deposit (C-Zone) in Manitoba and the Black Gold
Property in Ontario.
Ken Lapierre P.Geo., President and CEO of Rockcliff Resources
Inc. is a Qualified Person in accordance with Canadian regulatory
requirements as set out in NI 43-101, and is responsible for the
information in this press release.
For more information please visit our website at
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
& CEO (416) 863-9800 or (647)
678-3879klapierre@rockcliffresources.comwww.rockcliffresources.com