Rockcliff Resources Inc.

Rockcliff Resources Inc.

May 04, 2010 10:00 ET

Rockcliff Resources Inc. Adopts Shareholders Rights Plan

TORONTO, ONTARIO--(Marketwire - May 4, 2010) - Rockcliff Resources Inc. ("Rockcliff" or the "Corporation") (TSX VENTURE:RCR), is pleased to announce that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Corporation. The Rights Plan provides the Board of Directors with additional time to assess the advantages and disadvantages to any particular offer and to seek out alternative proposals in the best interests of all shareholders.

Rockcliff has not adopted the Rights Plan in response to any specific proposal to acquire control of its outstanding shares. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders. It is not the intention of the Rights Plan to entrench management or prevent a change of control of Rockcliff to the detriment of shareholders. The Rights Plan does not apply to take-over bids that meet certain requirements including that the bid be made by way of a take-over bid circular and be left open for at least 60 days so as to ensure that shareholders have an adequate opportunity to assess the merits of the bid.

The Rights Plan has been conditionally accepted by the TSX Venture Exchange subject to obtaining shareholder ratification of the Rights Plan by no later than November 3, 2010. If ratified, the Rights Plan will have an initial term which expires at the annual meeting of shareholders of Rockcliff to be held in 2013, and may be extended for a second term lasting until the annual meeting of shareholders to be held in 2017. A copy of the Rights Plan will be available for viewing on SEDAR at, and can also be obtained from Rockcliff.

About Rockcliff Resources Inc. 

Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and advancement of its high-quality mineral assets at its Snow Lake Project. Rockcliff presently controls the Snow Lake Project totalling in excess of 600 km2 of which 440 km2 is 100% owned by Rockcliff and located within and proximal to the Snow Lake Camp. The project presently includes four historical VMS deposits (Lon, Rail, Reed and Kof), one former gold mine (Century Mine) and numerous additional areas with potential for VMS and gold mineralization. Rockcliff also controls (100%) 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.

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