Trading Symbol RCR: TSX-V
TORONTO,
Dec. 11, 2012 /CNW/ - Rockcliff
Resources Inc. ("Rockcliff" or the "Company")
(RCR: Tier 1 TSX-V) 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 $1,500,000 (the
"Offering") to provide it with additional operating and
exploration capital. 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 and Dickstone
Property in Manitoba.
Rockcliff is offering up to 20,000,000
flow-through units of the Company at a price of $0.05 per unit, for gross proceeds of up to
$1,000,000. 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 $0.10
for a period of eighteen (18) months from Closing.
Rockcliff is also offering up to 10,000,000
working capital units of the Company at a price of $0.05 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 $0.10 for a period of eighteen (18) months from
Closing.
The Company will pay finders fees of 7% cash and
issue Compensation Options equal to 7% of the number of Units or FT
Units placed by any eligible finders. Each Compensation Option will
entitle the finder to acquire one common share at $0.10 for a period of eighteen (18) months from
Closing.
Insiders of the Company may subscribe for up to
10% of the Offering. 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 Resources Inc.
Rockcliff Resources Inc. is a Canadian resource
exploration company focused on discovery and advancement of its
high-quality mineral properties at its Snow Lake Project. Rockcliff
presently controls the Snow Lake Project totalling in excess of 500
km2. The project includes two VMS copper rich NI
43-101 Resources (Rail and T-1 Copper Deposit)), one former copper
rich VMS mine (Dickstone), one historic VMS copper deposit (Lon)
and the T-2 Copper Zone (Tower). Rockcliff also controls a
zinc-silver rich NI43-101 Resource (Shihan) and a precious metal
property including one former gold mine (Century Mine).
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.
SOURCE ROCKCLIFF RESOURCES INC.