Rockcliff Announces Private Placement
29 4월 2014 - 9:00PM
Marketwired
Rockcliff Announces Private Placement
TORONTO, ONTARIO--(Marketwired - Apr 29, 2014) - Rockcliff
Resources Inc. ("Rockcliff" or the "Company") (TSX-VENTURE:RCR)
wishes to announce that it will be undertaking a non-brokered
flow-through unit private placement and a non-brokered working
capital unit private placement to raise aggregate proceeds of up to
$2,140,000 (the "Offering") to provide it with additional operating
and exploration capital.
Rockcliff is offering up to 24,000,000 flow-through units of the
Company priced at $0.06 per flow-through unit, for gross proceeds
of up to $1,440,000. Each flow-through unit (a "FT Unit") consists
of one flow-through common share of the Company priced at $0.06 and
one (1) non flow-through 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.
Rockcliff is also offering up to 14,000,000 working capital
units of the Company at a price of $0.05 per working capital unit,
for gross proceeds of up to $700,000. Each working capital unit (a
"WC Unit") consists of one common share of the Company priced at
$0.05 and one (1) 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 Company will pay finder's fees of 8% cash and issue
Compensation Options equal to 10% of the number of WC Units or FT
Units placed by any eligible finders. Each Compensation Option will
entitle the finder to acquire one common share for three (3) years
from the closing of the Offering at $0.05 per common share.
Insiders of the Company may subscribe for up to $115,000 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 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 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 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.
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.Ken Lapierre P.Geo.President &
CEO(416) 644-1752 or cell: (647)
678-3879klapierre@rockcliffresources.comwww.rockcliffresources.comRockcliff
New Address:520-141 Adelaide St. W.Toronto, ON M5H 3L5
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