Rockcliff Commences FT Unit and Unit Offerings

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.

For further information:

Rockcliff Resources Inc.   
Ken Lapierre P.Geo.
President & CEO
klapierre@rockcliffresources.com
(416) 863-9800 or (647) 678-3879 

Cor Capital Inc
Garett Prins
President
garett@corcapital.ca
(647) 500-8223direct
(877) 308-8223

Profil de l'entreprise

ROCKCLIFF RESOURCES INC.

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