Rockcliff Resources Inc.

Rockcliff Resources Inc.

December 11, 2006 12:23 ET

Rockcliff Announces Closing of Prospectus Offering

SUDBURY, ONTARIO--(CCNMatthews - Dec. 11, 2006) - Rockcliff Resources Inc. (the "Company) is pleased to announce that it has closed its prospectus offering on December 8, 2006. The Company issued 4,000,000 Flow-Through Units (the "FT Units") and 4,400,000 Working Capital Units (the "WC Units") for gross proceeds of $2,300,000. Each FT Unit was priced at $0.30 and is comprised of one (1) common share of the Company issued as a "flow-through share" ("Flow-Through Share") within the meaning of the Income Tax Act (Canada) and one-half (1/2) of a common share purchase warrant of the Company (an "FTU Warrant"). Each whole FTU Warrant entitles the holder to acquire one (1) common share (a "Common Share") at a price of $0.35 per Common Share until December 8, 2008. Each WC Unit was priced at $0.25 and is comprised of one (1) Common Share and one Common Share purchase warrant of the Company (a "WC Warrant"). Each WC Warrant entitles the holder to acquire one (1) Common Share at a price of $0.30 per Common Share until December 8, 2008. Following the completion of the Offering the Company has 15,720,000 Common Shares, 2,000,000 FTU Warrants and 4,400,000 WC Warrants and 840,000 Brokers' Warrants issued and outstanding. Each Brokers' Warrant entitles the Agent, Northern Securities Inc., to acquire a WC Unit until December 8, 2008 at $0.25 per WC Unit.

As disclosed in the Company's prospectus dated November 28, 2006, Robin Lowe, a director of the Company, acquired FT Units under the Offering. Mr. Lowe acquired 966,666 FT Units and his wife acquired 700,000 FT Units. As a result, Mr. Lowe currently holds directly or indirectly or has control and direction over 2,866,666 Common Shares and 833,333 FTU Warrants representing 18.24% of current outstanding capital. If Mr. Lowe were to exercise all of his FTU Warrants, he would hold 3,699,999 Common Shares out of a partially diluted capital of 16,553,333 Common Shares (after giving effect to the exercise of the 833,333 FTU Warrants) representing 22.35% of outstanding capital.

Mr. Lowe has informed the Company that he has acquired the Common Shares and the FTU Warrants for investment purposes and that he may decrease or increase his beneficial ownership, control, or direction over common shares of the Company through market transactions, private agreements, exercise of options or warrants, other treasury issuances or otherwise. The FT Units were acquired for tax purposes as they are comprised of Flow-Through Shares.

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