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.