Trading Symbol RCR: TSXV
www.rockcliffresources.com
TORONTO,
May 8, 2013 /CNW/ - Rockcliff
Resources Inc. ("Rockcliff" or the "Company")
(TSXV: RCR:) is pleased to announce that Hudson Bay
Exploration and Development Company Limited ("HBED"), a
subsidiary of HudBay Minerals Inc. ("Hudbay") (TSX:
HBM)(NYSE:HBM), has exercised its back-in option for the
Freebeth Property. The property is strategically located
approximately 10 km east of the Reed Copper Project which is slated
for initial production by Hudbay in Q4-2013. The Freebeth
Property presently hosts excellent infrastructure, numerous
geophysical targets and two copper bearing zones worthy of
additional exploration.
Ken Lapierre,
President and CEO commented, "We are very pleased to have Hudbay
exercise its back-in option at Freebeth. It not only provides
additional cash in our treasury, it also allows significant
exploration funds to be spent at Freebeth with no share dilution to
Rockcliff. We look forward to the exploration advancement at
Freebeth as well as strengthening our relationship with
Hudbay".
The back-in option requires Hudbay to pay a
one-time cash payment of $170K to
Rockcliff within 60 days and incur a minimum of $1.8M in work expenditures at Freebeth within
three years to earn a 55% interest in the property. Rockcliff
will hold a 45% undivided interest. HBED can acquire an
additional 10% interest in the property (for a total of 65%) by
bringing the property to commencement of commercial production and
financing Rockcliff's 35% portion of the development cost, with
such costs being reimbursed to Hudbay from the proceeds of
production. Please see Rockcliff's press release dated
March 23, 2007 for further
details.
The Company also wishes to announce that the
Board of Directors has adopted a new general By-Law Number 1-A
("2013 By-Law") which includes an advance notice policy (the
"Advance Notice Provisions") requiring advance notice to the
Company in circumstances where nominations of persons for election
to the Board of Directors are made by shareholders of the Company
other than pursuant to: (i) the requisition of a meeting, or (ii) a
shareholder proposal, both made pursuant to the provisions of the
Business Corporations Act (Ontario) (the "Act").
Among other things, the Advance Notice
Provisions fix a deadline by which holders of record or beneficial
holders of common shares of the Company must submit director
nominations to the Company prior to any annual or special meeting
of shareholders and set forth the information that a shareholder
must include in the notice to the Company. In the case of an
annual meeting of shareholders, notice to the Company must be
provided not less than 30 days nor more than 65 days prior to the
date of the annual meeting.
In the case of a special meeting of shareholders
(which is not also an annual meeting), notice to the Company must
be provided no later than the close of business on the
15th day following the day on which the first public
announcement of the date of the special meeting was made.
The 2013 By-Law, which includes the Advance
Notice Provisions, is effective as of the date it was approved by
the Board of Directors, being May 6,
2013. In accordance with the Act, the 2013 By-Law is
subject to confirmation by shareholders at the Company's Annual
Meeting scheduled for June 19,
2013. The 2013 By-Law is available under the Company's
profile on SEDAR at www.sedar.com and can also be obtained from the
Company.
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 former
copper rich VMS mine (Dickstone), one historic VMS copper deposit
(Lon) and the T-2 Copper Zone (Tower), and several additional
properties with VMS potential. Rockcliff also owns 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.