Trading Symbol RCR: TSXV
TORONTO, May 8, 2013 /CNW/ - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSXV: RCR:) is pleased to announce that Hudson Bay Exploration and Development
Company Limited ("HBED"), a subsidiary of HudBay Minerals Inc. ("Hudbay") (TSX: HBM)(NYSE: HBM), has exercised its back-in option for the Freebeth Property. The
property is strategically located approximately 10 km east of the Reed
Copper Project which is slated for initial production by Hudbay in
Q4-2013. The Freebeth Property presently hosts excellent
infrastructure, numerous geophysical targets and two copper bearing
zones worthy of additional exploration.
Ken Lapierre, President and CEO commented, "We are very pleased to have
Hudbay exercise its back-in option at Freebeth. It not only provides
additional cash in our treasury, it also allows significant exploration
funds to be spent at Freebeth with no share dilution to Rockcliff. We
look forward to the exploration advancement at Freebeth as well as
strengthening our relationship with Hudbay".
The back-in option requires Hudbay to pay a one-time cash payment of
$170K to Rockcliff within 60 days and incur a minimum of $1.8M in work
expenditures at Freebeth within three years to earn a 55% interest in
the property. Rockcliff will hold a 45% undivided interest. HBED can
acquire an additional 10% interest in the property (for a total of 65%)
by bringing the property to commencement of commercial production and
financing Rockcliff's 35% portion of the development cost, with such
costs being reimbursed to Hudbay from the proceeds of production.
Please see Rockcliff's press release dated March 23, 2007 for further
The Company also wishes to announce that the Board of Directors has
adopted a new general By-Law Number 1-A ("2013 By-Law") which includes
an advance notice policy (the "Advance Notice Provisions") requiring
advance notice to the Company in circumstances where nominations of
persons for election to the Board of Directors are made by shareholders
of the Company other than pursuant to: (i) the requisition of a
meeting, or (ii) a shareholder proposal, both made pursuant to the
provisions of the Business Corporations Act (Ontario) (the "Act").
Among other things, the Advance Notice Provisions fix a deadline by
which holders of record or beneficial holders of common shares of the
Company must submit director nominations to the Company prior to any
annual or special meeting of shareholders and set forth the information
that a shareholder must include in the notice to the Company. In the
case of an annual meeting of shareholders, notice to the Company must
be provided not less than 30 days nor more than 65 days prior to the
date of the annual meeting.
In the case of a special meeting of shareholders (which is not also an
annual meeting), notice to the Company must be provided no later than
the close of business on the 15th day following the day on which the first public announcement of the
date of the special meeting was made.
The 2013 By-Law, which includes the Advance Notice Provisions, is
effective as of the date it was approved by the Board of Directors,
being May 6, 2013. In accordance with the Act, the 2013 By-Law is
subject to confirmation by shareholders at the Company's Annual Meeting
scheduled for June 19, 2013. The 2013 By-Law is available under the
Company's profile on SEDAR at www.sedar.com and can also be obtained from the Company.
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 copper rich NI43-101 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), and
several additional properties with VMS potential. Rockcliff also owns
a zinc-silver rich NI43-101 Resource (Shihan) in Ontario.
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.
For further information:
Rockcliff Resources Inc.
Ken Lapierre P.Geo.
President & CEO
(416) 863-9800 or (647) 678-3879
Cor Capital Inc
(647) 500-8223 direct