Rockcliff to Commence Unit Offerings

Trading Symbol RCR-TSXV

TORONTO, Nov. 25 /CNW/ - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (RCR-TSXV) is pleased to announce it is undertaking a non-brokered unit private placement and a non-brokered flow through unit private placement to provide it with additional operating and exploration capital.

Rockcliff is offering up to 2,500,000 working capital units of the Company at a price of $0.20 per unit, for gross proceeds of up to $500,000. Each unit (a "Unit") will consist of one common share of the Company and one (1) share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire an additional common share at $0.40 for a period of eighteen (18) months from Closing.

Rockcliff is also offering up to 8,000,000 flow-through units of the Company at a price of $0.25 per unit, for gross proceeds of up to $2,000,000. Each unit (a "FT Unit") will consist 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 will entitle the holder to acquire an additional common share at $0.40 for a period of eighteen (18) months from Closing.

The Company will pay a finder's fee of 7% cash and issue Compensation Warrants equal to 10% of the number of Units and FT Units placed by eligible finders. Each Compensation Warrant will entitle the finder to acquire one common share at $0.20 for a period of eighteen (18) months from Closing.

All securities issued pursuant to the above referenced private placements are subject to statutory four month hold period and regulatory approval.

Insiders of the Company may subscribe for up to a total of 200,000 FT Units for proceeds of up to $50,000, if available. 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.

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 totalling in excess of 550 sq km of which 370 sq km is 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.

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: For further information: please visit www.rockcliffresources.com or contact Ken Lapierre, P.Geo., President and CEO of Rockcliff Resources Inc. at (416) 863-9800 or by email at klapierre@rockcliffresources.com

Organization Profile

Rockcliff Resources Inc.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890