Rockcliff Copper Corporation
TSX VENTURE : RCU

Rockcliff Copper Corporation

July 22, 2016 10:54 ET

Rockcliff Announces $1.75 Million Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - July 22, 2016) - Rockcliff Copper Corporation ("Rockcliff" or the "Company") (TSX VENTURE:RCU) today announced that the Company is offering up to 25,000,000 units of the Company at a price of $0.07 per unit for up to $1,750,000 (the "Offering").

The proceeds from the Offering will be used to fund a significant drill program at the Company's two principal properties, the Talbot Property and the Rail Property.

Each unit is priced at $0.07 and consists of one (1) common share and one-half of a common share purchase warrant. Each full warrant entitles the holder to purchase one common share at a price of $0.10 for two years from closing.

Eligible finders may receive up to 8% of the value of proceeds of the sale of units in cash and up to 8% of the number of Units sold in the form of broker warrants. Each broker warrant entitles the holder to acquire one common share of Rockcliff at $0.07 for a period of two years from closing.

All securities issued pursuant to the above referenced private placement are subject to a statutory four month hold period. The Offering is subject to regulatory approval.

Insiders of the Company may subscribed for up to 1,500,000 units of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") 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 issued to the insiders did not exceed 25% of its market capitalization.

About Rockcliff Copper Corporation

Rockcliff is a Canadian resource exploration company focused on discovery and resource expansion of its high-quality mineral properties at its Snow Lake Project in central Manitoba, totalling in excess of 35,000 hectares. The Project includes two (2) VMS high grade copper rich NI 43-101 Resources (the Talbot Deposit and the Rail Deposit), one (1) historic high grade VMS copper deposit (the Lon Deposit), a net smelter return royalty on the Tower Property which hosts the T-1 Copper Deposit, numerous properties with untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North and Tramping). Rockcliff also owns a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario and a royalty on two gold properties in Colombia, South America.

Rockcliff is well funded with approximately $1.5M currently in its treasury and no debt.

Cautionary Note Regarding Forward-Looking Statements: This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.

All statements within, other than statements of historical fact, are to be considered forward looking. Although Rockcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, exploration results, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by law.

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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