Rockcliff Closes $2 Million Non-Brokered Private Placement

Toronto, ON August 17, 2016 – Rockcliff Copper Corporation (“Rockcliff” or the “Company”) (TSX.V: RCU) today announced that the Company has closed its non-brokered  Offering announced in its press release of August 11, 2016.  The Company placed 28,571,428 units at a price of $0.07 per unit for gross proceeds of $2,000,000 (the “Offering”).

Rockcliff’s President & CEO Ken Lapierre commented, “We are pleased that the oversubscribed financing is now complete and significant funds are available to ramp-up exploration on the two principal properties in our Snow Lake Project, the Talbot and Rail deposits.  Both properties have significant resources in copper, gold, zinc and silver that are adjacent to high priority undrilled geophysical targets waiting for discovery.  We plan to advance these high grade resources and determine the significance of the adjacent geophysical targets through a significant drill program set to begin in September 2016.”

Each unit priced at $0.07 consisted of one (1) common share and one-half of a common share purchase warrant. Each full warrant entitles the holder to purchase one common share at a price of $0.10 for two years from closing. 

Eligible finders were paid cash fees of $54,956 and 785,086 broker warrants. Each broker warrant entitles the holder to acquire one common share of Rockcliff at $0.07 for a period of two years from closing. 

All securities issued pursuant to the above referenced private placement are subject to a four month hold period expiring on December 17, 2016.

Norvista Capital Corporation (“Norvista Capital”) subscribed for 7,142,857 units for proceeds of $500,000 and Norvista Capital 1 Limited Partnership (“Norvista LP”) subscribed for 7,142,857 units for proceeds of $500,000. Four (4) of the six (6) directors of Rockcliff are also directors and/or officers of Norvista Capital or Norvista LP. Norvista Capital and Norvista LP do not currently hold any common shares of Rockcliff. The private placements by Norvista Capital and Norvista LP have been approved by the disinterested directors of Rockcliff.

Insiders of the Company subscribed for 910,000 units 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 issued to the insiders did not exceed 25% of its market capitalization.

 

About Rockcliff Copper Corporation

Rockcliff is a Canadian resource exploration company focused on discovery and resource expansion of its high-quality mineral properties at its Snow Lake Project (the “Project”) in central Manitoba, totalling in excess of 35,000 hectares. The Project includes two high grade VMS copper rich NI 43-101 Resources (the Talbot Deposit and the Rail Deposit), one high grade historic VMS copper resource (the Lon Deposit), a net smelter return royalty on the Tower Property which hosts the high grade T-1 Copper Deposit, numerous properties with untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North and Tramping).  Rockcliff also owns a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario and a royalty on two gold properties in Colombia, South America. 

Rockcliff is well funded with approximately $3.5M in its treasury and no debt.

For further information, please contact:

Rockcliff Copper Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
klapierre@rockcliffcoppercorp.com  

CHF Capital Markets
Cathy Hume, CEO
Phone: (416) 868-1079 ext.231
cathy@chfir.com

Cautionary Note Regarding Forward-Looking Statements: This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements.

All statements within, other than statements of historical fact, are to be considered forward looking. Although Rockcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, exploration results, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by law.

 

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.