Rockcliff Resources Inc.

Rockcliff Resources Inc.

May 01, 2008 08:30 ET

Rockcliff Resources Inc. Announces Completion of Private Placement

SUDBURY, ONTARIO--(Marketwire - May 1, 2008) -


Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX VENTURE:RCR) is pleased to announce that further to its press releases of April 7, 2008 it has completed an offering (the "Offering") of 7,025,665 flow through common shares ("FT Shares") at a price of $0.60 per FT Share and 933,334 units ("Units") at a price of $0.60 per Unit for aggregate gross proceeds of $4,775,400. Each Unit is comprised of one common share and one half of one common share purchase warrant ("Warrant"). Each whole Warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.95 until April 30, 2010. Insiders subscribed for a total of 768,334 Units for gross proceeds of $461,000.

A syndicate of agents led by Dundee Securities Corporation and including Blackmont Capital Corporation and Evergreen Capital Partners Inc. (the "Agents") acted as agents on the Offering and received a cash commission of $286,524 and warrants to acquire 477,540 warrants to acquire common shares at a price of $0.95 per share until April 30, 2010.

The securities issued will be restricted from trading until August 31, 2008.

Ken Lapierre, President and CEO of Rockcliff, commented "We are very happy with the support we received from Dundee and the syndicate of agents on this financing. This will allow us to continue with our aggressive exploration program at our Snow Lake VMS Project."

The proceeds from the sale of the FT Shares will be used for exploration of Rockcliff's properties and the proceeds from the sale of the Units will be used for general working capital purposes. Upon closing, a total of 29,307,894 common shares of the Company are issued and outstanding.

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 1,600 km2 and located within the Flin Flon greenstone belt. The project presently includes five historical VMS deposits and numerous additional untested areas with VMS potential. The project presently includes five historical VMS deposits and numerous additional areas with potential for VMS and nickel-copper-platinum group metal 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.

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

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