Rockcliff Closes FT Unit and WC Unit Offerings
03 January 2014 - 7:08AM
Marketwired
Rockcliff Closes FT Unit and WC Unit Offerings
TORONTO, ONTARIO--(Marketwired - Jan 2, 2014) - Rockcliff
Resources Inc. ("Rockcliff" or the "Company") (TSX-VENTURE:RCR)
(Tier 1) is pleased to announce that the Company has extended the
terms of the warrants and closed its non-brokered private
placement, announced on December 9, 2013, for proceeds of $314,755.
The Company placed 3,849,997 flow-through units (each an "FT Unit")
for gross proceeds of $231,000 and 1,675,100 working capital units
(each a "WC Unit") for gross proceeds of $83,755. Rockcliff paid
finder's fees of $16,600.50 and issued 288,343 Compensation Options
in respect of the sale of FT Units and WC Units. Each Compensation
Option entitles the holder to purchase a further common share of
the Company at $0.05 for thirty-six (36) months from Closing.
The flow-through
funds will be used to determine the significance of a large
conductive untested anomaly located proximal to Rockcliff's high
grade T-1 copper deposit on the Tower Property. Exploration will be
focused on additional geophysics followed by a minimum 1000m drill
program. The exploration program is planned to begin in early
2014.
Each FT Unit
consists of one flow-through common share of the Company and one
(1) non flow- through share purchase warrant (a "Warrant"). Each
Warrant entitles the holder to acquire an additional common share
at $0.075 for a period of thirty-six (36) months from Closing. Each
WC Unit consists of one common share of the Company and one (1)
share purchase warrant (a "WC Warrant"). Each WC Warrant entitles
the holder to acquire an additional common share at $0.075 for a
period of thirty-six (36) months from Closing.
An Insider of the
Company acquired $10,000 of WC Units pursuant to this closing. The
insider private placement is exempt from the valuation and minority
shareholder approval requirements of Multilateral Instrument 61-101
("MI 61-101") 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.
Securities issued
under this private placement are subject to a hold period expiring
on May 1, 2014.
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 in Manitoba, totalling in excess of 400 km2. The project
includes two VMS high grade copper rich National Instrument 43-101
("NI 43-101") Resources (Rail and T-1 Copper Deposits), one
historic VMS copper deposit (Lon), the T-2 Copper Zone (Tower),
numerous untested geophysical anomalies and several additional
properties with VMS potential. Rockcliff also owns a zinc-silver
rich NI 43-101 Resource (Shihan) in Ontario.
Rockcliff's two
principle assets are the high grade T-1 Copper Deposit mineral
resource at the Tower Property and the Rail Deposit at the Rail
Property.
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.
Rockcliff Resources Inc.Ken Lapierre, P.Geo.President &
CEO(416) 863-9800 or (647)
678-3879klapierre@rockcliffresources.comwww.rockcliffresources.com
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