Rockcliff Resources Inc.
TSX VENTURE : RCR

Rockcliff Resources Inc.

December 20, 2007 08:30 ET

Rockcliff Announces Up to $3.5 Million Private Placement

SUDBURY, ONTARIO--(Marketwire - Dec. 20, 2007) - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX VENTURE:RCR) (Tier 1) is pleased to announce that it is offering, on a non-brokered basis, up to 2,000,000 flow through units ("FT Units") at a price of CDN$1.25 per FT Unit for gross proceeds of up to CDN$2,500,000 with each FT Unit consisting of one (1) flow through common share and one half (1/2) of a common share purchase warrant (a "Warrant") and up to 1,000,000 working capital units ("WC Units") at a price of CDN$1.00 per WC Unit for gross proceeds of up to CDN$1,000,000 with each WC Unit consisting of one (1) common share and one (1) Warrant. Each full Warrant entitles the holder to acquire a further common share at a price of $1.50 until the earlier of: (i) the date which is 24 months following the Closing Date; and (ii) in the event that the closing price of the common shares on the TSX Venture Exchange is at least $2.25 for 10 consecutive trading days, and the 10th trading day (the "Final Trading Day") is at least four (4) months from the Closing Date, the date which is 30 days from the Final Trading Day.

Insiders will be subscribing for up to $860,000 of the offering. Robin Lowe, a director of the Company, will be subscribing for up to that number of FT Units such that his shareholder position in the Company on an undiluted basis does not exceed 19.9% and he will undertake not to exercise any Warrants if such exercise would put him over 20% unless he obtains shareholder approval to hold over 20% of the Company. The insider private placements are exempt from the valuation and shareholder approval requirements of Ontario Securities Commission Rule 61-501 (the "Rule") by virtue of the exemptions contained in sections 5.5 2 and 5.7(1) 2 of the Rule in that the fair market value of the insider private placements does not exceed 25% of the Company's market capitalization.

The proceeds from the offering will be used for exploration on Rockcliff's properties and for working capital. The financing is anticipated to close on or about December 31, 2007.

This transaction is subject to approval from the TSX Venture Exchange.

Rockcliff Resources Inc.

Rockcliff Resources Inc. is a Canadian resource exploration company focused on the acquisition and development of high quality mineral assets associated with world class geology and in world class mining camps. Rockcliff presently controls the Snow Lake VMS Project totaling in excess of 1,200 km2 and located within the Flin Flon greenstone belt. The project presently includes five historical VMS deposits (Lon, Rail, Reed, Kof, and Sylvia) and numerous additional untested areas with VMS potential. Additional targets in the project area include nickel-copper-platinum group mineralization hosted in mafic and ultramafic rocks. 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.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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