Microsoft Word - December 31, 2014 FTWC tranche2.docx
NEWS RELEASE December 31, 2014
Trading Symbol RCR: TSXV www.rockcliffresources.com
Rockcliff Closes Second Tranche of Financing
TORONTO, Ontario. Rockcliff Resources Inc. ("Rockcliff" or the "Company") (RCR: TSXV) is pleased to announce that further to its Press Release dated December 9, 2014, it has closed the second tranche of its private placement (the "Offering") with the issuance of 1,691,667 flow‐through units ("FT Units") for gross proceeds of $101,500 and 500,000 working capital units ("WC Units") for proceeds of $25,000. The Company paid a finder's fee of $5,280 cash and issued 110,000 Compensation Options in respect of the sale of the FT Units. Each Compensation Option entitles the finder to acquire one (1) common share for three (3) years from the closing of the Offering at $0.05 per common share. The Company will use the flow‐through proceeds for exploration of its Talbot Property in Manitoba.
All securities issued under this tranche are subject to a hold period expiring on May 1, 2015.
The Offering consists of up to 15,000,000 FT Units of the Company priced at $0.06 per FT Unit, for gross proceeds of up to $900,000, and up to 12,000,000 WC Units of the Company at a price of $0.05 per WC Unit, for gross proceeds of up to $600,000. Each FT Unit consists of one (1) flow‐through common share of the Company priced at $0.06 and one (1) common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire an additional common share for three (3) years from the closing of the Offering at a price of $0.10 per common share. Each WC Unit consists of one (1) common share of the Company priced at $0.05 and one (1) common share purchase warrant (a "WC Warrant"). Each WC Warrant entitles the holder to acquire an additional common share for three (3) years from the closing of the Offering at a price of $0.075 per common share. The issuance of 500,000 WC Units for proceeds of
$25,000 referred to in the Press Release dated December 9, 2014 was subsequently rescinded. To date, the Company has issued an aggregate of 2,608,334 FT Units for gross proceeds of $156,000.02 and
4,184,000 WC Units for proceeds of $209,200. The Offering will remain open until January 21, 2015 or earlier.
Contact Information:
Rockcliff Resources Inc. Rockcliff's New Address: Ken Lapierre P.Geo. 520‐141 Adelaide St. W. President & CEO Toronto, ON M5H 3L5 [email protected]
tel: (416) 644‐1752 cell: (647) 678‐3879
Rockcliff Resources Inc.
Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and resource growth of its high‐quality mineral properties at its Snow Lake Project. Rockcliff presently controls the Snow Lake Project in central Manitoba, totalling in excess of 400 km2. The project includes two (2) VMS high grade copper rich NI 43‐101 Resources (T‐1, Rail), two (2) historic high grade VMS copper deposits (Lon and Talbot), the T‐2 Copper Zone (Tower), numerous untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North). Rockcliff also owns a zinc‐silver rich NI 43‐101 Resource (Shihan) in Ontario.
Rockcliff Resources Inc. • 141 Adelaide Street West, Suite 520 • Toronto, ON • M5H 3L5
Phone: 416-644-1752 • Fax: 416-644-1758
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.
Rockcliff Resources Inc. • 141 Adelaide Street West, Suite 520 • Toronto, ON • M5H 3L5
Phone: 416-644-1752 • Fax: 416-644-1758