Trading Symbol RCR: TSXV
www.rockcliffresources.com
TORONTO, Oct. 1, 2013 /CNW/ - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (RCR: TSXV) wishes to announce that it has called a special meeting of shareholders
to be held at the offices of Gardiner Roberts LLP on Wednesday, October
23, 2013 at 3:00 p.m. (the "Special Meeting"). At the Special Meeting management will be seeking shareholder
approval to consolidate the outstanding capital of the Company on the
basis of one (1) post-consolidation common share for every five (5)
currently issued and outstanding common shares (the "Consolidation"). There are currently 114,344,514 common shares outstanding.
Following the Consolidation there will be approximately 22,868,903
common shares outstanding. The Company wishes to undertake the
Consolidation to facilitate financing of the Company given the pricing
rules on the TSX Venture Exchange and the current trading price of the
Company. The Consolidation is subject to approval by the shareholders
of the Corporation representing at least 2/3rds of the voting shares
voting at the Special Meeting and acceptance by the TSX Venture
Exchange. The Company will not be changing its name in conjunction
with the Consolidation.
The Company also wishes to announce that, conditional upon shareholder
approval to the Consolidation and subject to regulatory approval, it
will be undertaking a non-brokered flow-through unit private placement
and a non-brokered unit private placement to raise aggregate proceeds
of up to $600,000 (the "Offering") to provide it with additional operating and exploration capital. The
majority of the exploration capital will be allocated to the Company's
Snow Lake Project where a diamond drilling program is planned at the
Tower Property. Drilling will initially focus on two large untested
geophysical (DPEM) targets located in close proximity to Rockcliff's
high grade T-1 Copper Deposit. All references to the number of securities and the prices for securities
below are premised on having obtained shareholder and regulatory
approval to the Consolidation and having consolidated the capital of
the Company on the basis of one (1) post-consolidation common share for
every five (5) currently issued and outstanding common shares.
Rockcliff is offering up to 4,000,000 flow-through units of the Company
at a price of $0.075 per flow-through unit, for gross proceeds of up to
$300,000. Each flow-through 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 for twenty-four (24) months from the closing of the
Offering at a price of $0.10 per Common Share for twelve (12) months
from the closing of the Offering and thereafter at a price of $0.20 per
Common Share until the expiry of the Warrants.
Rockcliff is also offering up to 5,000,000 working capital units of the
Company at a price of $0.06 per working capital unit, for gross
proceeds of up to $300,000. Each working capital unit (a "WC Unit") consists of one common share of the Company and one (1) share
purchase warrant (a "WC Warrant"). Each WC Warrant entitles the holder to acquire an additional common
share for twenty-four (24) months from the closing of the Offering at a
price of $0.10 per Common Share for twelve (12) months from the closing
of the Offering and thereafter at a price of $0.20 per Common Share
until the expiry of the WC Warrants.
The Company will pay finders fees of 10% 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 twenty-four (24) months from the
closing of the Offering at $0.10 for twelve (12) months from the
closing of the Offering and thereafter at a price of $0.20 per Common
Share until the expiry of the Compensation Options.
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 copper rich NI43-101 Resources (Rail and
T-1 Copper Deposit), one historic VMS copper deposit (Lon) and the T-2
Copper Zone (Tower). Rockcliff also controls a zinc-silver rich
NI43-101 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.
SOURCE ROCKCLIFF RESOURCES INC.
