Rockcliff Resources Inc.
TSX VENTURE : RCR

Rockcliff Resources Inc.

December 01, 2011 08:00 ET

Rockcliff Closes on $1.175 Million of Flow-Through Offering With the MineralFields Group and Commences FT Unit and Unit Offerings

TORONTO, ONTARIO--(Marketwire - Dec. 1, 2011) - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX VENTURE:RCR) (Tier 1) is pleased to announce it is undertaking a non-brokered flow through unit private placement and a non-brokered unit private placement to raise aggregate proceeds of up to $2,500,000 (the "Offering") to provide it with additional operating and exploration capital. Rockcliff is also pleased to announce the first closing of this private placement of $1,175,000 with the MineralFields Group. The majority of the exploration capital will be allocated to the Company's Snow Lake Project where diamond drilling programs are planned at the Tower Property, Spruce Point Property and Dickstone Property in Manitoba.

Rockcliff is offering up to 18,181,818 flow-through units of the Company at a price of $0.11 per unit, for gross proceeds of up to $2,000,000. Each unit (a "FT Unit") consists of one flow-through common share of the Company and one-half (1/2) non flow-through share purchase warrant (a "Warrant"). Each full Warrant entitles the holder to acquire an additional common share at $0.18 for a period of eighteen (18) months from Closing.

Pursuant to the Offering, Rockcliff is pleased to announce that it has placed 10,681,818 FT Units for gross proceeds of $1,175,000 with MineralFields Group. Limited Market Dealer Inc. received a finder's fee of $70,500, a due diligence fee of $23,500 plus H.S.T. and 854,545 Compensation Warrants exercisable into a common share at $0.18 for a period of eighteen (18) months from Closing. Securities issued under this private placement are subject to a hold period ending March 31, 2012.

Rockcliff is also offering up to 5,000,000 working capital units of the Company at a price of $0.10 per unit, for gross proceeds of up to $500,000. Each unit (a "Unit") consists of one common share of the Company and one (1) share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire an additional common share at $0.18 for a period of eighteen (18) months from Closing.

The Company will pay finders fees of 8% cash and issue Compensation Warrants equal to 8% of the number of Units or FT Units placed by any eligible finders. Each Compensation Warrant will entitle the finder to acquire one common share at $0.18 for each FT Unit or Unit sold for a period of eighteen (18) months from Closing.

Insiders of the Company will subscribe for $15,000 of FT Units and $15,000 of Units. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") 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.

All securities issued pursuant to the above referenced private placements are subject to a statutory four month hold period and regulatory approval.

Rockcliff will offer the Units and the balance of the FT Units with an anticipated closing of December 22, 2011.

Ken Lapierre, President and Chief Executive Officer, commented that, "We are very pleased to be continuing our relationship with MineralFields Group. This is an important milestone in the growth of Rockcliff Resources Inc. and we look forward to working with MineralFields Group as we develop our holdings in Manitoba."

About MineralFields Group

MineralFields Group (a division of Pathway Asset Management), based in Toronto, Montreal, Vancouver and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. The sector focus is on gold and precious metals, base metals, rare earths and lithium, potash, uranium, oil, coal and gas. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Fund Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities ® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities ®, and have raised over $1 billion in their 10 year history.

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 500 km2. The project includes one copper rich NI43-101 Indicated Resource (Rail), two former copper rich VMS Mines (Spruce Point and Dickstone), one historic VMS copper deposit (Lon) and the Tower Copper Deposit. Rockcliff also controls a zinc-silver rich NI43-101 Indicated Resource (Shihan) and a portfolio of precious metal assets including one former gold mine (Century Mine) and one surface gold deposit (C-Zone) in Manitoba and the Black Gold Property in Ontario.

Ken Lapierre P.Geo., President and CEO of Rockcliff Resources Inc. is a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, and is responsible for the information in this press release.

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.

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