Rockcliff Resources Inc.

TSX VENTURE : RCR


Rockcliff Resources Inc.

January 09, 2014 15:21 ET

Rockcliff Closes Final Tranche of WC Unit Offering

TORONTO, ONTARIO--(Marketwired - Jan. 9, 2014) - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX VENTURE:RCR) (Tier 1) is pleased to announce that further to its press release of January 2, 2014, the Company has closed the final tranche of the non-brokered private placement. The Company placed an additional 1,300,000 working capital units (each a "WC Unit") for proceeds of $65,000. Rockcliff paid an additional finder's fee of $1,000 and issued an additional 20,000 Compensation Options in respect of the final tranche.

Insiders of the Company acquired an additional of $55,000 of WC Units pursuant to this final tranche. 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 to be issued to the insiders does not exceed 25% of its market capitalization.

Securities issued under the final tranche are subject to a hold period expiring on May 10, 2014.

Rockcliff Resources Inc.

Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and advancement of its high-quality mineral properties at its Snow Lake Project. Rockcliff presently controls the Snow Lake Project in Manitoba, totalling in excess of 400 km2. The project includes two VMS high grade copper rich National Instrument 43-101 ("NI 43-101") Resources (Rail and T-1 Copper Deposits), one historic VMS copper deposit (Lon), the T-2 Copper Zone (Tower), numerous untested geophysical anomalies and several additional properties with VMS potential. Rockcliff also owns a zinc-silver rich NI 43-101 Resource (Shihan) in Ontario.

Rockcliff's two principle assets are the high grade T-1 Copper Deposit mineral resource at the Tower Property and the Rail Deposit at the Rail Property.

For more information please visit our website at www.rockcliffresources.com.

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.

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.

Contact Information