Trading Symbol RCR: TSXV
TORONTO, Dec. 22 /CNW/ - Rockcliff Resources Inc. ("Rockcliff") announced the closing of $3,000,000 under non-brokered Unit ("Unit") and Flow-Through Unit ("FT Unit") private placements announced November 25th and November 30th, 2009.
Rockcliff placed 5,000,000 Units for gross proceeds of $1,000,000 and 8,000,000 FT Units for gross proceeds of $2,000,000. Units are priced at $0.20 and consist of one common share and one common share purchase warrant exercisable into one common share on payment of $0.40 until June 18, 2011. FT Units are priced at $0.25 and consist of one common share and one-half common share purchase warrant; each full warrant exercisable into one common share on payment of $0.40 until June 18, 2011.
Rockcliff paid Finder's Fees in the amount of $167,575 cash and 1,017,500 compensation warrants; each compensation warrant is exercisable into one common share on payment of $0.20 until June 18, 2011. Securities issued under the private placements are subject to a hold period ending April 19, 2010
Ken Lapierre, President and Chief Executive Officer commented that "Rockcliff is looking forward to an active 2010 winter drill program on its Snow Lake Project, located in central Manitoba. The proposed drill program will focus on Rockcliff's Rail and Reed properties and its 100% owned properties located in close proximity to the Lalor Deposit of HudBay Minerals Inc."
Insiders of the Company subscribed for 1,000,000 Units and 120,000 FT Units for proceeds of $230,000. 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 insiders does not exceed 25% of its market capitalization.
Ken Lapierre also remarked that "We are very pleased with the investor response to our offerings and welcome new investors and the participation of previous investors including the MineralFields Group. This is an important milestone in the growth of the Company and we look forward to working with MineralFields Group as we develop our projects."
About MineralFields, Pathway and First Canadian Securities (R)
MineralFields Group (a division of Pathway Asset Management), based in Toronto and Vancouver, 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. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities (R) 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 (R).
Rockcliff Resources Inc.
Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and advancement of its high-quality mineral assets on its Snow Lake Project. Rockcliff presently controls the Snow Lake Project totaling almost 600km(2) of which 4230km(2) is 100% owned by Rockcliff and located within and proximal to the Snow Lake Camp. The project presently includes five historical VMS deposits (Lon, Rail, Reed, Kof and Sylvia), one former gold mine (Century Mine) and numerous additional areas with potential for VMS and gold mineralization. Rockcliff also controls the Shihan VMS Project located in Northern Ontario.
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: For further information: please visit our website at www.rockcliffresources.com or contact Ken Lapierre, P.Geo., President and CEO of Rockcliff Resources Inc. at (416) 863-9800 or at email@example.com