Rockcliff Metals Provides Update on Proposed Financing of up to $30 Million and Asset Acquisition to Become a Leading Manitoba Base Metal Exploration

Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that it has a called an Annual and Special Meeting of the Shareholders of Rockcliff for Monday, April 22, 2019 (the "Meeting") to seek approval to the reorganization transaction (the "Transaction") involving a financing (the "Greenstone Subscription") led by Greenstone Resources II LP ("Greenstone") and a transfer of significant assets from Norvista Capital Corporation (TSX-V: NVV) ("Norvista") as disclosed in the press release dated February 22, 2019 (the "Transaction Press Release"). Rockcliff also wishes to advise that the parties to the Transaction have agreed to extend the closing date of the Greenstone Subscription until no later than April 2, 2019. As a result, Rockcliff will be extending the previously announced Existing Shareholder Offering until no later than Friday, March 29, 2019.

Existing Shareholder Offering

The Additional Financing (as defined in the Transaction Press Release) will be open to participation by existing shareholders of Rockcliff (the "Existing Shareholder Offering") resident in Canada as of the record date of February 5, 2019 (the "Record Date"). The Existing Shareholder Offering consists of up to $450,000 of the Additional Financing or 3,000,000 subscription receipts priced at $0.15 per subscription receipt. The Existing Shareholder Offering will be open for a period of up to a further fourteen (14) days, expiring on the earlier of March 29, 2019 and the closing of the Additional Financing. In respect of the Existing Shareholder Offering, there is no minimum offering and the maximum offering is $450,000. All securities issued pursuant to the Existing Shareholder Offering are subject to a statutory four month hold period and regulatory approval.

The Existing Shareholder Offering will proceed by way of an offering of subscription receipts of Rockcliff (each, a "Subscription Receipt") issued at a price of $0.15 per regular Subscription Receipt. Upon satisfaction of the Conditions (as defined in the Transaction Press Release), each Subscription Receipt will, for no additional consideration, be automatically exercised into one common share of Rockcliff.

The Company intends to use the proceeds raised from the Existing Shareholder Offering for general working capital.

Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Bill Johnstone, Corporate Secretary of Rockcliff, at bjohnstone@grllp.com or (416) 865-6605 to obtain a copy of the subscription agreement for Subscription Receipts. Requests should be received by no later than March 25, 2019 so that subscription agreements can be signed and funds can be received by Rockcliff by no later than March 27, 2019.

In the existing shareholder subscription agreements, subscribers will be required to represent that they held common shares of Rockcliff on the Record Date and will continue to hold common shares on closing, indicate the total number of Subscription Receipts they wish to subscribe for at the price of $0.15 per Subscription Receipt and provide funds (certified cheque or wire transfer) for the purchase of the Subscription Receipts. The Existing Shareholder Offering is being allocated to existing shareholder subscribers on a "first come, first served" basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Shareholder Offering is reached. The sale of the Subscription Receipts will remain open until the earlier of March 29, 2019 and the full subscription for the Additional Financing.

In the event that there is an over-subscription for Subscription Receipts as at March 27, 2019, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the Existing Shareholder Offering to a maximum of $450,000 for Subscription Receipts. Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of Rockcliff effective as of the Record Date will be treated equally. However, Rockcliff reserves the right not to accept subscription amounts of less than $1,800 (12,000 Subscription Receipts) in respect of Subscription Receipts to avoid disproportionate administrative costs. Rockcliff is using other available exemptions to place the Additional Financing.

The Existing Shareholder Offering is being made under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions relating to distributions to existing security holders and under Multilateral CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders and the legislation adopted pursuant thereto in other jurisdictions in Canada, as well as under other applicable exemptions without issuing a prospectus. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period for all investments made under this exemption unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer, in which case the investment can exceed $15,000.

About Rockcliff

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes 9 of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately US$430 million in committed long-term capital. With more than 100 years collective experience, predominantly fulfilling senior roles within mining companies, financial institutions and principal investing, Greenstone understands the sector, its value drivers and inherent risks. As such Greenstone is able to make long term investments which better aligns itself to management decision making.

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

Transaction Approval

The transactions discussed in this news realease, including the release of funds pursuant to the Subscription Receipts, are conditional on the completion of the Transaction and the receipt of requisite shareholder and stock exchange approvals, including the approval by shareholders of Rockcliff of the change of control of Rockcliff resulting from the completion of the Transaction, and the approval of the shareholders of Norvista of the asset sales. There can be no assurance that the transactions described herein will be completed as proposed or at all. Securities issued pursuant to the Greenstone Subscription and the Additional Financing will be subject to a statutory four month and one day hold period from the closing of the Subscription Receipts financings.

Investors are cautioned that, except as disclosed in the management information circular circulated in respect of the Meeting, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Rockcliff should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.com

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

Cautionary Note Regarding Forward-Looking Statements: This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release includes, but is not limited to, the closing of the Transaction, anticipated exploration and development of Rockcliff’s Manitoba properties, satisfaction of closing conditions for the Transaction and Additional Financing approval of the TSX-V, approval by the shareholders of Rockcliff and the potential for exploration.

Neither the 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 news release.


Rockcliff Announces Financing of up to $30 Million & Asset Acquisition to Become a Leading Manitoba Base Metal Exploration & Development Company

Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce a reorganization transaction involving a financing led by Greenstone Resources II LP (“Greenstone”) and a transfer of significant assets from Norvista Capital Corporation (TSX-V: NVV) (“Norvista”). This transformative event will reorganize Rockcliff into a well-capitalized resource company with a strong shareholder base enabling Rockcliff to undertake a major mineral exploration and mine development program over the next several years in the prolific Flin Flon – Snow Lake base metals mining camp in Manitoba. This transaction (the “Transaction”) is a reverse take-over for the purposes of the policies of the TSX Venture Exchange (“TSX-V”). The Board of Directors of each of Rockcliff and Norvista unanimously support the Transaction.  As at the date of this announcement, 36.8% of Rockcliff shareholders and 53% of Norvista shareholders have provided irrevocable undertakings and consents to vote in support of the Transaction. The Transaction is expected to close in April 2019.    

Transaction Overview

The financing and asset acquisition will create a well-capitalized base metals focused developer and explorer with high-grade deposits, a significant land package of highly prospective exploration ground and access to concentrate production facilities.

Manitoba is one of the most permitting-friendly jurisdictions in Canada. Should the economic viability and technical feasibility of the projects be established, the Transaction may allow Rockcliff to execute a “Hub and Spoke” development strategy from a centralized milling facility and transition into a copper-focused producer with low capital costs to production. Upon completion of the Transaction, the assets comprising the Hub and Spoke strategy are as follows:

  • Talbot Option Agreement: Rockcliff will receive an earn-in option to acquire a minimum 51% ownership interest in the Talbot Property. The Property hosts the Talbot copper deposit, a high-grade 4.2M tonne National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) Inferred mineral resource grading 1.61% Cu, 1.4% Zn, 1.77 g/t Au and 27.96 g/t Ag (the “Talbot Report”) as disclosed in the Rockcliff Press Release dated January 19, 2018. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

  • Tower Property: Rockcliff will acquire a 100% ownership interest in the Tower Property, including the Tower deposit, a high-grade 1.08M tonne NI 43-101 Indicated mineral resource grading 3.73% Cu, 1.05% Zn, 0.55 g/t Au and 17.28 g/t Ag plus a 1.25M tonne NI 43-101 Inferred mineral resource grading 2.0% Cu, 1.02% Zn, 0.27 g/t Au and 9.78 g/t Ag (the “Tower Report”) as disclosed in the Rockcliff Press Release dated March 30, 2015. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

  • Rail Property: Rockcliff currently owns a 100% ownership interest in the Rail Property, hosting the Rail deposit, a high grade 822,000 tonnes NI 43-101 Indicated mineral resource grading 3.04% Cu, 0.99% Zn, 0.7 g/t Au and 9.3 g/t Ag as disclosed in the Rockcliff Press Release dated July 24, 2018. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

  • Historical Deposits: Rockcliff currently owns 6 additional historical underexplored base metal deposits, all open along strike and at depth with significant growth potential.

  • Bucko mill lease: Rockcliff will acquire a 7-year processing lease of the Bucko mill and tailing storage facilities, at the Bucko Lake Mine, near Wabowden, Manitoba.

  • Dominant land position, currently held by Rockcliff, of 4,000 square kilometres in the prolific Flin Flon - Snow Lake greenstone belt, home to the largest Paleoproterozoic Volcanogenic Massive Sulphide (VMS) district in the world.

The Talbot Report is currently filed on the SEDAR profile for Rockcliff and the Tower Report is currently filed on the SEDAR profile for Former Rockcliff (as defined below).  The mineral resource estimate relating to the Talbot Property is viewed as current.  The mineral resource estimate relating to the Tower Property is not viewed as current and will be updated. 

Rockcliff will be calling an Annual and Special Meeting of the shareholders of Rockcliff (the “Meeting”) for mid April 2019 to seek approval to the Transaction. Full particulars of the Transaction will be included in the management information circular (the “Management Information Circular”) mailed to shareholders in respect of the Meeting. Further particulars of the timing of the annual meeting will be provided in a subsequent press release. Trading in the shares of Rockcliff will remain halted until final regulatory approval is obtained to the Transaction.

Red Cloud Klondike Strike Inc. has been engaged by the Board of Directors of Rockcliff, pursuant to an engagement letter dated February 8, 2019, to prepare an opinion as to the fairness, from a financial point of view, of the Transaction to the shareholders of Rockcliff (the “Fairness Opinion”). Further particulars of the Fairness Opinion will be provided in due course. The Fairness Opinion will be disclosed in and included with the Management Information Circular.

Upon the completion of the Transaction, the board of directors of Rockcliff will initially consist of five (5) members, being Ken Lapierre on behalf of Rockcliff, Mark Sawyer on behalf of Greenstone, Don Christie on behalf of Norvista, and two other independent non-executive directors to be announced prior to the closing of the Transaction.  There will also be further announcements on senior officers of Rockcliff to be appointed upon completion of the Transaction.

Ken Lapierre, President and CEO of Rockcliff, commented: “This is a transformational moment in Rockcliff’s 13-year history. Gaining the confidence of private equity firm Greenstone, a leased mill and the advanced-stage Talbot and Tower copper assets from Norvista is a testament to their vision of growth and confidence in Rockcliff’s ability to succeed in this well-endowed mineral belt. We will now have the support of our partners, our shareholders and our investors to unlock the full potential of our extensive property portfolio. We look forward to completing this transaction and commencing exploration.”

Don Christie, the President and CEO of Norvista, commented: “Norvista has spent a considerable amount of time and effort over the last several years assembling its Manitoba asset portfolio and working with a number of groups to find the optimal mix of both operating and financial partners.  We are convinced that Rockcliff and Greenstone have the vision and the resources to unlock significant value in our key assets and in Rockcliff’s extensive  portfolio of more advanced and early stage exploration properties. Manitoba is a top-tier global mining jurisdiction and we are very enthusiastic about the prospects of Rockcliff becoming a base metals producer. The Transaction unquestionably provides the right combination of organization, stewardship, financial support and expertise to make this a successful venture.”

Mark Sawyer, a Senior Partner and a co-founder of Greenstone, commented: “Greenstone is delighted to be a cornerstone investor in Rockcliff.  We have confidence in the potential of Rockcliff and the ability of management to undertake mineral development in the Province of Manitoba. Our goal is to make Rockcliff a significant base metal development and production company.”

Flow-Through Financing, Greenstone Investment & Additional Financing

In connection with the Transaction and as part of the reorganization effort, Greenstone will fund  US$15,000,000 of a total equity financing package of up to $30,000,000 organized as follows:

  • Flow-through Financing.  Rockcliff will undertake a flow-through equity financing of approximately $19,862,600 (the “FT Financing”) consisting of approximately 82,760,833 common shares of Rockcliff that qualify as flow-through shares (the “FT Shares”)  for purposes of the Income Tax Act (Canada) (the “Tax Act”) priced at $0.24 per FT Share. The FT Shares are part of a donation arrangement structured by PearTree Securities Inc. Greenstone will acquire the 82,760,833 shares indirectly through the donation arrangement at $0.15 per share for a total cost of approximately $12,414,126 (the “Greenstone Commitment”), with the flow-through investors retaining the tax benefits of the flow-through share structure.

  • Greenstone Investment.  Greenstone will complete a hard dollar equity financing of approximately $7,472,875 consisting of approximately 49,819,167 common shares of Rockcliff  priced at $0.15 per share (the “Greenstone Subscription”).

  • Additional Financing.  Concurrently with the Greenstone Subscription and the Greenstone Commitment, Rockcliff intends to complete an additional best efforts financing of up to $2,601,500 (the “Additional Financing”) from existing shareholders of Rockcliff (see heading “Existing Shareholder Offering” below) and third party accredited investors. The Additional Financing will comprise a $1,601,500 hard dollar financing consisting of Rockcliff common shares (“Rockcliff Shares”) priced at $0.15 per share and a $1,000,000 flow-through financing consisting of common shares of Rockcliff that qualify as flow-through shares for purposes of the Tax Act (the “Additional FT Shares”) priced at $0.20 per Additional FT Share. Red Cloud Klondike Strike Inc. will act as a finder in respect of the Additional Financing.

The Greenstone Subscription and the Additional Financing will proceed by way of an offering of subscription receipts of Rockcliff (each, a “Subscription Receipt”) issued at a price of $0.15 per regular Subscription Receipt and at a price of $0.20 per flow-through Subscription Receipt. Release of the funds to be held in escrow pursuant to the Subscription Receipts financings will be conditional upon receipt of Rockcliff shareholder approval to the Transaction, the closing of the Asset Acquisition (referred to below) and regulatory approval to listing the shares issued pursuant to the Transactions (the “Conditions”). Upon satisfaction of the Conditions, each Subscription Receipt will, for no additional consideration, be automatically exercised into one Rockcliff Share. 

Rockcliff will use the proceeds of the FT Financing, the Greenstone Subscription and the Additional Financing to:

  • Complete infill drilling and a pre-feasibility study to potentially advance the Talbot project to a construction decision;

  • Complete infill drilling and a pre-feasibility study to potentially advance the Tower project to a construction decision;

  • Complete 95km of drilling across the Talbot, Tower, Rail, Bur, Freebeth, Lon, Morgan, Pen, Tramping and Copperman properties and targets identified across the SLS#1 to SLS#5 properties; and

  • General working capital in accordance with a work program and budget agreed upon between Rockcliff, Norvista and Greenstone.

Proceeds from the sale of the FT Shares and the Additional FT Shares will be used by Rockcliff over the period ending December 31, 2020 for exploration activities that will qualify as “Canadian Exploration Expenses” (within the meaning of the Tax Act).

Pursuant to an investor rights agreement between Rockcliff and Greenstone dated February 20, 2019,  into which the parties have entered in connection with the Greenstone Commitment and the Greenstone Subscription, Greenstone shall be granted certain investor rights for as long as Greenstone holds at least 10% of issued and outstanding Rockcliff Shares including: (i) the right to participate in future offerings of securities of Rockcliff (each an “Offering”) so as to maintain Greenstone’s pre-Offering ownership percentage in Rockcliff; (ii) the right to nominate a representative to Rockcliff’s  project steering committee in respect of Rockcliff mineral exploration properties; (iii) the right to nominate one member of the board of directors of Rockcliff; and (iv) a right to nominate customers in respect of off-take arrangements for production from Rockcliff’s properties.

Asset Acquisition

Rockcliff has entered into asset purchase agreements with Norvista and Akuna Minerals Inc. (“Akuna”), a private company 80% of whose common shares are held by Norvista. Pursuant to the agreement with Norvista, Rockcliff will acquire: i) 100% of Norvista’s interest in an option agreement with Hudbay Minerals Inc. (the “Talbot Option Agreement”) granting Rockcliff an option to earn a minimum 51% interest in the Talbot Property in central Manitoba (the “Talbot Property”); and, ii) 100% of Norvista’s interest in a lease agreement with CaNickel Mining Limited providing for a lease of the mill and auxiliary facilities at the Bucko Lake Mine near Wabowden, in central Manitoba (the “Bucko Mill Lease”). Pursuant to the agreement with Akuna, Rockcliff will acquire a 100% interest in certain mining claims located in central Manitoba, known as the Tower Property (the “Tower Property”), which is located approximately 40 kilometres east of the Talbot Property.

As consideration for the acquisition of the respective interests in the Talbot Option Agreement, the Bucko Mill Lease and the Tower Property (collectively, the “Asset Acquisition”), Rockcliff has agreed to issue to Norvista and Akuna a total of  88,386,667 Rockcliff Shares (the “Asset Acquisition Shares”) at a deemed price of $0.15 per share for aggregate consideration of $13,258,000.

History of the Tower Property and the Talbot Property

The Tower Property

Pursuant to an agreement dated February 21, 2008 between Pure Nickel Inc. and Rockcliff Resources Inc. (“Former Rockcliff”), the predecessor of Rockcliff, Former Rockcliff acquired an option to earn a 70% interest in the Tower Property in consideration for the expenditure of $4 million. Former Rockcliff earned a 50% interest in the Tower Property after spending $2 million on the property and Former Rockcliff and Pure Nickel entered into a joint venture agreement dated March 26, 2012, as amended, with respect to the further exploration and development of the Tower Property. Former Rockcliff had the option to earn a further 20% interest in the Tower Property for the expenditure of a further $2 million. In January 2013, Former Rockcliff commissioned and received the Tower Report. In 2014, Former Rockcliff earned its 70% interest in the Tower Property. In June of 2015, Former Rockcliff sold its 70% interest in the Tower Property to Akuna pursuant to the terms of an agreement dated April 10, 2015 (the “Tower Purchase Agreement”) that required completion of certain milestones for Akuna to earn its further interest in the Tower Property from Former Rockcliff. Akuna acquired a 30% interest from Pure Nickel pursuant to an agreement dated April 10, 2015 in consideration for a cash payment of $1 million to Pure Nickel and a further payment of $500,000 in the event that the property achieved nameplate production. Pursuant to the Tower Purchase Agreement, as amended, Akuna earned a further 14% interest in the Tower property from Rockcliff. Rockcliff is acquiring an aggregate 44% interest in the Tower Property from Akuna to hold a 100% interest in the Tower Property pursuant to the terms of the Transaction.

The Talbot Property

Pursuant to the Talbot Option Agreement dated April 14, 2014 between Former Rockcliff and a predecessor of Hudbay Minerals Inc., Former Rockcliff acquired the option to earn a 51% working interest in the Talbot Property by expending an aggregate of $6,120,000 over six years. Rockcliff had incurred expenditures sufficient to satisfy the first four years of expenditures under the Talbot Agreement plus all but approximately $205,000 of the 5th years expenditure by the spring of 2018. The expenditures required for the sixth year were $2,270,000. Pursuant to an agreement dated May 3, 2018 between Rockcliff and Norvista (the “Talbot Purchase Agreement”), Rockcliff assigned the rights and obligations under the Talbot Option Agreement to Norvista in consideration for the payment of $200,000 in cash, the commitment to spend $205,710.69 on the Talbot Property prior to April 14, 2019 and with certain other consideration to be paid in respect of the commencement of construction at the Tower Property. Norvista is assigning all of its rights and obligations in the Talbot Option Agreement back to Rockcliff and Rockcliff is releasing Norvista from its remaining obligations under the Talbot Purchase Agreement pursuant to the Transaction.

Existing Shareholder Offering

The Additional Financing will be open to participation by existing shareholders of Rockcliff (the “Existing Shareholder Offering”) resident in Canada as of the record date of February 5, 2019 (the “Record Date”). The Existing Shareholder Offering consists of up to $450,000 of the Additional Financing or 3,000,000 common shares priced at $0.15 per share. The Existing Shareholder Offering will be open for a period of up to twenty-one (21) days, expiring on the earlier of March 15, 2019 and the closing of the Additional Financing.  There is no minimum offering.  The maximum offering for existing shareholders is $450,000.  All securities issued pursuant to the Existing Shareholder Offering are subject to a statutory four month hold period and regulatory approval.

The Existing Shareholder Offering will proceed by way of an offering of subscription receipts of Rockcliff (each, a “Subscription Receipt”) issued at a price of $0.15 per regular Subscription Receipt. Upon satisfaction of the Conditions, each Subscription Receipt will, for no additional consideration, be automatically exercised into one Rockcliff Share.

The Company intends to use the proceeds raised from the Existing Shareholder Offering for general working capital.

The Existing Shareholder Offering is open to all existing shareholders of Rockcliff resident in Canada until the earlier of March 15, 2019 and the closing of the Additional Financing.  Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Bill Johnstone, Corporate Secretary of Rockcliff, at bjohnstone@grllp.com  or (416) 865-6605 to obtain a copy of the subscription agreement for Subscription Receipts.  Requests should be received by no later than March 11, 2019 so that subscription agreements can be signed and funds can be received by Rockcliff by no later than March 13, 2019.

In the existing shareholder subscription agreements, subscribers will be required to represent that they held common shares of Rockcliff on the Record Date and will continue to hold common shares on closing, indicate the total number of Subscription Receipts they wish to subscribe for at the price of $0.15 per Subscription Receipt and provide funds (certified cheque or wire transfer) for the purchase of the Subscription Receipts. The Existing Shareholder Offering is being allocated to existing shareholder subscribers on a “first come, first served” basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Shareholder Offering is reached. The sale of the Subscription Receipts will remain open until the earlier of March 15, 2019 and the full subscription for the Additional Financing. 

In the event that there is an over-subscription for Subscription Receipts as at March 13, 2019, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the Existing Shareholder Offering to a maximum of $450,000 for Subscription Receipts.  Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of Rockcliff effective as of the Record Date will be treated equally.  However, Rockcliff reserves the right not to accept subscription amounts of less than $1,800 (12,000 Subscription Receipts) in respect of Subscription Receipts to avoid disproportionate administrative costs.  Rockcliff is using other available exemptions to place the Additional Financing.

The Existing Shareholder Offering is being made under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions relating to distributions to existing security holders and under Multilateral CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders and the legislation adopted pursuant thereto in other jurisdictions in Canada, as well as under other applicable exemptions without issuing a prospectus.  The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period for all investments made under this exemption unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer, in which case the investment can exceed $15,000. 

Transaction Approval

These transactions including the release of funds pursuant to the Subscription Receipts are conditional on the completion of the Transaction and the receipt of requisite shareholder and stock exchange approvals, including the approval by shareholders of Rockcliff of the change of control of Rockcliff resulting from the completion of the Transaction, and the approval of the shareholders of Norvista of the asset sales. Securities issued pursuant to the FT Financing, the Greenstone Subscription and the Additional Financing will be subject to a statutory four month and one day hold period from the closing of the Subscription Receipts financings. Securities issued pursuant to the FT Financing and the Asset Acquisition will be subject to a statutory four month and one day hold period from the Closing of the Transaction. The Asset Acquisition Shares and the shares acquired by Greenstone pursuant to the Greenstone Commitment and the Greenstone Subscription shall be subject to escrow in accordance with the terms of National Policy 46-201 - Escrow for Initial Public Offerings, to be released on the basis that Rockcliff is deemed to be an emerging issuer as defined therein.

The Transaction which qualifies as a “reverse take-over” under the policies of the TSX-V, will be subject to TSX-V approval. Rockcliff is arm’s length to Greenstone. Rockcliff and Norvista are "non-arm's length parties" as Bruce Durham and Donald Christie serve on the respective boards of directors of both Rockcliff and Norvista. Rockcliff will require shareholder approval of the Transaction pursuant to the policies of the TSX-V, as Greenstone and Norvista will both become “control persons” of Rockcliff on closing. Rockcliff will apply to the TSX-V for a waiver from the requirement to engage a sponsor with respect to the Transaction; however, there is no assurance that a waiver will be granted. Rockcliff intends to include any additional information regarding sponsorship in a subsequent press release. The Transaction is also subject to satisfaction of certain other closing conditions customary in transactions of this nature.

Interim CFO

Rockcliff also wishes to announce that its CFO Daniel Crandall has resigned. Mr. Aamer Siddiqui has been appointed Interim CFO, subject to regulatory approval, pending completion of the Transaction when Rockcliff will appoint a permanent CFO. Mr. Siddiqui is a Manager of Financial Reporting at Marrelli Support Services Inc. He is a Chartered Professional Accountant and Chartered Accountant (CPA, CA) who began his career working in public accounting with one of Ontario’s largest external audit firms. He has 7 years of experience providing financial and management advisory, budgeting, and tax services to a wide range of clients. He has extensive experience helping fast growing companies manage their regulatory reporting requirements as well as providing valuable insight to aid in management’s strategic decisions.

Full details of the Transaction will be included in the management information circular of Rockcliff to be mailed to its shareholders and posted on www.sedar.com. It is anticipated that the meeting of Rockcliff shareholders and the closing will take place by the end of April 2019.

Bruce Durham, P.Geo., Chairman of the board of Rockcliff and Ken Lapierre, P. Geo., President & CEO of Rockcliff both Qualified Persons as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, are responsible for the scientific and technical data presented herein and have reviewed, prepared and approved this press release.

About Rockcliff

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes 9 of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.

About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately US$430 million in committed long-term capital.  With more than 100 years collective experience, predominantly fulfilling senior roles within mining companies, financial institutions and principal investing, Greenstone understands the sector, its value drivers and inherent risks.  As such Greenstone is able to make long term investments which better aligns itself to management decision making.

About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.

Early Warning Reports

Assuming the completion of the Asset Acquisition, Norvista, Akuna and Norvista Capital 1 Limited Partnership which previously jointly beneficially controlled 4,761,904 Rockcliff Shares, or approximately 1.5% of the issued and outstanding Rockcliff Shares, will have acquired an additional 88,386,667 Rockcliff Shares or approximately 28.0% of the issued and outstanding common shares of Rockcliff for an aggregate value of $13,258,000. Assuming the completion of the Greenstone Subscription and the Greenstone Commitment, Greenstone, which previously owned no Rockcliff Shares, will have acquired 132,580,000 Rockcliff Shares or approximately 42.0% of the issued and outstanding common shares of  Rockcliff for the aggregate value of $US15 million.

Each of Norvista, Akuna and Greenstone will be acquiring the securities of Rockcliff as part of the Transaction and for investment purposes, the completion of which is subject to, among other things approval of the shareholders of Rockcliff. Depending on market and other conditions, each of Norvista, Akuna and Greenstone may from time to time in the future increase or decrease their respective ownership, control or direction over the Rockcliff securities as circumstances warrant. For the purposes of this notice, the Head Office of each of Norvista and Akuna is 141 Adelaide St. West, Suite 1660, Toronto, Ontario M5H 3L5; and the Head Office of Greenstone is East Wing, Trafalgar Court Les Banques, St Peter Port, Guernsey.

In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning Reports in respect of acquisition of Rockcliff Shares by Norvista and Akuna and by Greenstone will be filed under Rockcliff’s SEDAR Profile at www.sedar.com.

TSX-V Approvals

Completion of the transactions described herein is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval for both Rockcliff and Norvista. Where applicable, the transactions described herein cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions described herein will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transactions described herein, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Rockcliff should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

For more information, please visit http://rockcliffmetals.com.
Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.com

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

Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release includes, but is not limited to, the closing of the Transaction, anticipated exploration and development of Rockcliff’s Manitoba properties, satisfaction of closing conditions for the Transaction and Additional Financing approval of the TSX-V, approval by the shareholders of Rockcliff and the potential for exploration.

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 Rockcliff to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, 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 the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Rockcliff does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the 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 news release.


Rockcliff Signs Final Agreement to Further Solidify the Prolific Snow Lake Camp

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce the signing of the formal Purchase Agreement with RNC Minerals (TSX: RNX) ("RNC") to acquire fourteen properties (the "Acquisitions") located in Snow Lake, Manitoba. The Acquisitions from RNC's wholly-owned subsidiary, VMS Ventures Inc., call for the issuance of 2,250,000 common shares of Rockcliff to RNC. Red Cloud Klondike Strike Inc. acted as financial advisor to Rockcliff.

Rockcliff has the largest junior property portfolio in the Flin Flon-Snow Lake greenstone belt ("Belt") which is the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits.

Please view Figure 1 below for the location of Rockcliff's property portfolio. Click image to view larger or click here.

Figure 1: Rockcliff's Property Portfolio coloured in yellow (RNC's acquisitions) and purple located in the Flin Flon-Snow Lake greenstone belt.

Figure 1: Rockcliff's Property Portfolio coloured in yellow (RNC's acquisitions) and purple located in the Flin Flon-Snow Lake greenstone belt.

The Acquisitions

The Acquisitions are subject to approval by the TSX Venture Exchange.

About Rockcliff Metals Corporation

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic volcanic-hosted massive sulphide (VMS) district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes nine of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba's first and highest-grade gold mine.

Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 to Commence Drilling at High-Grade Bur Zinc Property

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that a fully permitted, 2,500 metres, 15-hole drill program will commence this month on the Company's Bur Zinc Property located in Manitoba, Canada. The objective of the program is expansion of the known high grade Volcanogenic Massive Sulphide (VMS) Bur zinc deposit limits. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world that also contains gold mines and deposits.

Rockcliff's President and CEO Ken Lapierre commented: "The Bur zinc deposit is one of the highest-grade undeveloped zinc-copper rich VMS deposits within trucking distance to an operating base metal mill facility. The drilling program will test above and to the south of the known mineralization of the deposit."

A report was prepared on the Bur Zinc Property in 2007. Rockcliff is treating the estimate of mineral resources in the Bur Deposit Report as a "historical estimate" under NI 43-101 and not as a current mineral resource.

Notes: 1.CIM definitions were followed for the estimation of mineral resources. 2.Mineral resources are estimated at a zinc equivalent cut-off of 5%. 3.Cut-off grade was based on a zinc price of US$1.15 per pound and a copper price of US$2.35 per pound. 4.Given the tonnage, grade and orientation of the deposit, AMEC considered the Bur Deposit to be reasonably amenable to extraction using underground mining methods. 5.Specific Gravity measurements used to estimate the mineral resource tonnes ranged from 2.64 to 3.74 with an average of 3.16. 6.A minimum mining width of 3 metres was used. 7.Mineral resources are not mineral reserves and do not have demonstrated economic viability. 8. The deposit was documented in a report dated October 1, 2007 and titled "Bur Project, Snow Lake Manitoba, Canada NI 43-101 Technical Report" (the " NI 43-101 Bur Deposit Report "). The report was prepared for Hudbay by AMEC Americas Limited (AMEC) and was filed on Hudbay's SEDAR profile on January 31, 2008.

Notes: 1.CIM definitions were followed for the estimation of mineral resources. 2.Mineral resources are estimated at a zinc equivalent cut-off of 5%. 3.Cut-off grade was based on a zinc price of US$1.15 per pound and a copper price of US$2.35 per pound. 4.Given the tonnage, grade and orientation of the deposit, AMEC considered the Bur Deposit to be reasonably amenable to extraction using underground mining methods. 5.Specific Gravity measurements used to estimate the mineral resource tonnes ranged from 2.64 to 3.74 with an average of 3.16. 6.A minimum mining width of 3 metres was used. 7.Mineral resources are not mineral reserves and do not have demonstrated economic viability. 8. The deposit was documented in a report dated October 1, 2007 and titled "Bur Project, Snow Lake Manitoba, Canada NI 43-101 Technical Report" (the "NI 43-101 Bur Deposit Report"). The report was prepared for Hudbay by AMEC Americas Limited (AMEC) and was filed on Hudbay's SEDAR profile on January 31, 2008.

Historical estimates of grade and tonnage given in this press release are viewed as reliable and relevant based on the information and methods used at the time. They were prepared in compliance with resource definitions under NI 43-101 but must be considered only as historic resources as the Bur Deposit Report was prepared for Hudbay in 2007. Neither Rockcliff nor its Qualified Persons have done sufficient work to classify the historic estimate as a current mineral resource under current mineral resource or mineral reserve terminology and are not treating the historic estimate as a current mineral resource. The historic resource should not be relied upon. Additional work including surface geophysics, drilling and bore hole geophysics will need to be completed to upgrade the historical resource to current resource standards.

The Bur zinc deposit is a stratiform, distal, massive sulphide deposit that occurs within a narrow turbidite assemblage of interbedded metagreywacke, metasiltstone and graphitic meta-argillite in a basinal area situated between two granitic intrusions. The northeast striking deposit dips 60-70 degrees northwest, ranges from <0.3m up to 5m thick with a known lateral extent of approximately 4,500 metres. Historical drilling encountered disseminated, semi-massive and massive sulphide mineralization below overburden to a vertical depth of 950 metres. Mineralization consists of sphalerite, chalcopyrite, pyrrhotite, pyrite, galena and arsenopyrite. The Bur zinc deposit contains up to 20% felsic or cherty nodules consisting of wall rock and late quartz fragments displaying a brecciated texture to the mineralization. The Bur zinc deposit remains open in all directions.

Rockcliff can earn a 100% interest in the Bur Zinc Property from Hudbay Minerals. Please refer to Rockcliff's news release dated September 26, 2016 for specific terms of the option agreement.

Ken Lapierre, P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic volcanic-hosted massive sulphide (VMS) district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 3,700 square kilometres. It includes eight of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba's first and highest-grade gold mine.

For more information, please visit http://rockcliffmetals.com.
Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Signs LOI to Further Solidify the Snow Lake Camp

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that it has entered into a Letter of Intent ("LOI)", to be followed by a formal Purchase Agreement, with RNC Minerals (RNX) ("RNC") to acquire fourteen properties (the "Acquisitions") located in Snow Lake, Manitoba. The Acquisitions from RNC's wholly-owned subsidiary, VMS Ventures Inc., is in consideration for the issuance of 2,225,000 common shares of Rockcliff to RNC. Red Cloud Klondike Strike Inc. acted as financial advisor to Rockcliff.

Rockcliff's President & CEO Ken Lapierre stated: "the Company could not pass on the opportunity to purchase 100% interest in quality properties immediately adjacent to our existing property portfolio, including a historical high-grade VMS deposit. With no near-term expenditure requirements and $4.0M in banked assessment credits from previous exploration to draw on, Rockcliff has significantly upgraded its portfolio in the world-class VMS and gold-rich camp. We are presently completing an extensive due diligence on all 14 properties. Once completed, we look forward to finalizing the formal Purchase Agreement and adding these assets to Rockcliff's extensive property portfolio in and around Snow Lake, Manitoba."

Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt ("Belt") which is the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits.

The Acquisitions

The Acquisitions are subject to a number of conditions standard for a transaction of this nature, including, but not limited to, satisfactory completion of due diligence by Rockcliff, approval by the TSX Venture Exchange and execution of a formal Purchase Agreement on or before January 31, 2019.

About Rockcliff Metals Corporation

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic volcanic-hosted massive sulphide (VMS) district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes nine of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba's first and highest-grade gold mine.

Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Identifies Multiple VMS Targets at the SLS #2 Property and Strengthens Land Position at Snow Lake, Manitoba

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) announced today the identification of multiple Volcanogenic Massive Sulphide ("VMS") targets on the SLS #2 Property, and has acquired through map staking a 100% interest in two immediately adjacent land packages totalling 174,379 hectares. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt ("Belt") which is the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits.

Rockcliff's President & CEO Ken Lapierre stated: "With the addition of these large exploration properties, Rockcliff is now well positioned in an underexplored part of a world-class VMS Belt buried below a thin limestone cover. Rockcliff now controls almost 3,000 square kilometres of continuous underexplored geology in the area with a significant VMS discovery potential. Rockcliff will explore and advance this area of the Belt and will focus on identifying priority 1 VMS targets for the purpose of drill testing. Additional information on our exploration efforts in this area will be forthcoming when our compilation efforts are complete."

Please review the image on the following page which highlights the strategic location of all of Rockcliff's extensive property portfolio including the large district-sized newly acquired SLS #3 and SLS #4 properties and the immediately adjacent SLS #1 and SLS #2 properties.

The Newly Acquired SLS #3 and SLS #4 Properties

The SLS #3 and SLS #4 properties host 7 Mineral Exploration Licenses (MEL) totalling over 174,379 hectares and are located in an area termed the Snow Lake South Emerging Mining Camp. The SLS #3 and SLS #4 properties strategically cover an underexplored area hosting the southeast extension of the world-class and prolific greenstone belt which is home to over 30 VMS mines and 10 gold mines, the majority of which have been discovered north of the Phanerozoic limestone cover. The SLS #3 and SLS #4 properties are located south of this cover, where prospective greenstone occurs under a thin layer of limestone that progressively reaches up to 100 metres thick. Though this cover has impeded earlier exploration efforts, modern scientific advances in geophysical techniques have allowed a "window effect" through the limestone so potential VMS targets can be identified.

At the SLS # 2 Property, an exhaustive data compilation effort was completed of all available public geophysical datasets including GSC Airborne Magnetics, GSC Gravity, and high resolution SPECTRUM airborne surveys. A litho-structural interpretation of the entire area was undertaken including a detailed analysis of several nearby VMS deposits. The aim of these studies was to provide a better understanding of the litho-structural environment under the limestone cover that could be associated with VMS mineralization and to make recommendations for areas which could be prospective for VMS discovery. Recent analysis of gravity, magnetics and electromagnetics led to the identification of eight separate high-priority target areas within the SLS #2 Property and was the basis for acquisition of the immediately adjacent SLS #3 and SLS #4 properties.

Required Expenditures Moving Forward on the SLS Properties

Rockcliff now controls a 100% interest in the SLS #1 through to SLS #4 properties, a land package south of the cover, totalling almost 3,000 square kilometres with no underlying royalties. It has unfettered access to explore and discover metals within the property limits. Expenditure requirements for Mineral Exploration Licences are defined by the Province of Manitoba within the Mines and Minerals Act. These expenditures must be completed and submitted annually to the Manitoba Government to maintain the 4 SLS properties in good standing. The total first year expenditure commitment is $361,723.

Figure 1: Rockcliff's Complete Property Portfolio (in purple) Including the Newly Acquired SLS #3 Property and SLS #4 Property Immediately Adjacent to the SLS #1 Property and SLS #2 Property  (To view the full-size image, please click  here )

Figure 1: Rockcliff's Complete Property Portfolio (in purple) Including the Newly Acquired SLS #3 Property and SLS #4 Property Immediately Adjacent to the SLS #1 Property and SLS #2 Property (To view the full-size image, please click here)

About Rockcliff Metals Corporation

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic volcanic-hosted massive sulphide (VMS) district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 3,700 square kilometres. It includes eight of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba's first and highest-grade gold mine.

For more information, please visit http://rockcliffmetals.com
Twitter: @RockcliffMetals
Facebook: Rockcliff Metals Corporation

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Drilling Intersects Visible Gold at Laguna Gold Property

Additional Quartz Veins Discovered

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that a first phase drill program has been completed on the Company's high-grade Laguna Gold Property located in Snow Lake, Manitoba. The Laguna Gold Property was last drilled in 1944 and hosts the past producing Rex-Laguna mine that was Manitoba's first and highest-grade gold mine.

Rockcliff's President & CEO Ken Lapierre stated: "We look forward to the assay results from the first drill program completed on the property in over 70 years. The drill program not only identified depth extents of several historical gold bearing surface quartz veins − it also discovered new quartz veins with visible gold. Several holes were extended well beyond their original target depths as mineralized quartz veins and surrounding mineralized host rock were intersected at depths of over 500 metres. Exploration will continue in 2019."

See Figure 1 on the following page highlighting Rockcliff's 5 district-sized Snow Lake gold properties including the Laguna Gold Property.

Laguna Reconnaissance Drill Program

The purpose of the drill program was to determine if known historical gold bearing quartz veins had depth potential and to discover additional auriferous mineralization. A total of six widely spaced holes totalling 2,552 metres were drilled across a strike length of 2,115 metres within the six-kilometre-long Laguna Gold Mine Trend. All holes intersected mineralized quartz veins and mineralized tuffaceous and porphyritic host rock. Several holes discovered new mineralized targets for future testing. Two of the six holes intersected very fine-grained flecks of visible gold within several mineralized quartz veins. Pending assay results in the coming weeks will be announced once all samples are verified.

The Laguna Gold Property

The Laguna Gold Property hosts the Rex-Laguna gold mine, Manitoba's first and highest-grade historic gold mine located within the Snow Lake Gold camp. The camp is located within the Flin Flon-Snow Lake greenstone belt, a belt known originally for its high-grade gold mines and now for its high-grade base metal mines. Historical, intermittent gold mining at Rex-Laguna, between 1916 and 1939 produced over 60,000 ounces of gold grading 18.7 g/t. The Laguna Gold Property includes 28 contiguous mining claims totalling 3,501 hectares, covering a minimum of 6.0 kilometres of prospective strike length of the Laguna Gold Mine Trend.

The gold mineralization on the Laguna Gold Property is controlled by thrust faults attributed to the major regional Crowduck Bay Fault which crosses the entire length of the Laguna Gold Property. The known gold-rich quartz veins along the northwest limb of the Herb Lake Syncline typically occur where the faults intersect quartz-feldspar and biotite porphyry stocks that intrude Missi Group sedimentary and volcanic rocks. Quartz, iron carbonate-albite-sericite alteration commonly overprints peak regional metamorphic assemblages within gold-bearing vein margins. Mineralization in quartz veins and surrounding tuffaceous and porphyritic wall rock consists of pyrite, arsenopyrite, chalcopyrite, sphalerite, galena and pyrrhotite. Native gold is associated within and along the margins of quartz veins.

Figure 1 - Rockcliff's 5 district-sized gold properties in the Snow Lake area, including the Laguna Gold Property.

Figure 1 - Rockcliff's 5 district-sized gold properties in the Snow Lake area, including the Laguna Gold Property.

Definitive Option Agreement (DOA) for Laguna and Lucky Jack Gold Properties

The main terms of the DOA, dated July 19, 2018, provide Kinross with the right to earn a 70% interest in both properties by spending a minimum of C$5.5M in exploration expenditures over six years. Kinross is committed in the first and second year to aggregate minimum expenditures totalling $1,250,000.

QP

Ken Lapierre, P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba. Rockcliff is the largest junior explorer in the Flin Flon-Snow Lake greenstone belt and its extensive portfolio of properties totals over 2,000 square kilometres. It includes 8 of the highest-grade undeveloped base metal deposits and 5 lode-gold properties including the Rex-Laguna gold mine, Manitoba's first and highest-grade historic gold mine.

Please access the Company's website at www.rockcliffmetals.com for additional information on Rockcliff's sizeable base metal and gold property portfolio in the Flin Flon-Snow Lake greenstone belt.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Begins Drilling at Laguna Gold Property

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that a first phase drill program has commenced on the Company's high-grade Laguna Gold Property located in Snow Lake, Manitoba. The Laguna Gold Property hosts the past producing Rex-Laguna Mine that was Manitoba's first and highest-grade gold mine. The 2,500 metre drill program marks the first drill program on the property in over 70 years.

Rockcliff's President & CEO, Ken Lapierre, stated: "A first phase drill program has started on the property. Multiple gold bearing quartz zones south of the former high-grade Laguna gold mine will be the initial focus of attention as well as testing below the old mine workings. We look forward to working with Kinross on this drill program at Laguna to determine the property's gold potential."

See Figure 1 on the following page highlighting Rockcliff's 5 district sized Snow Lake gold properties including the Laguna Gold Property.

Laguna Gold Property

The Laguna Gold Property hosts the Laguna gold mine, Manitoba's first and highest-grade former gold mine located within the Flin Flon-Snow Lake greenstone belt, a belt known originally for its high-grade gold mines then its high-grade base metals mines. Historical, intermittent gold mining at Laguna, between 1916 and 1939 produced over 60,000 ounces of gold grading 18.7 g/t. The Laguna Gold Property includes 28 contiguous mining claims totalling 3,501 hectares covering a minimum 6.0 kilometres of prospective strike length of the Laguna Gold Mine Trend.

The gold mineralization on the Laguna Gold Property is controlled by thrust faults attributed to the major regional Crowduck Bay Fault which crosses the entire length of the Laguna Gold Property. The gold-rich quartz veining and stockwork systems along the northwest limb of the Herb Lake Syncline typically occur where the faults intersect quartz-feldspar and biotite porphyry stocks that intrude Missi Group sedimentary and volcanic rocks. Quartz, iron carbonate-albite-sericite alteration commonly overprint peak regional metamorphic assemblages within gold-bearing vein margins. Mineralization in quartz and surrounding quartz stockwork wall rock consists of pyrite, arsenopyrite, chalcopyrite, sphalerite, galena, pyrrhotite and native gold.

Rockcliff's initial reconnaissance exploration programs in 2016-18 identified 12 surface gold-rich quartz zones with multiple areas of visible gold and surface grab sample assays from trace to over 600 g/t gold. Geophysical programs covering the 6.0-kilometre-long Laguna Gold Mine Trend identified significant potential depth extensions of the known surface gold-rich quartz zones below a thin veneer of overburden cover, to depths of up to 250 metres, the maximum penetration of the IP geophysical survey.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area,    including the Laguna Gold Property. Click image to view larger or link    here.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area,
including the Laguna Gold Property. Click image to view larger or link here.

Definitive Option Agreement (DOA) for Laguna and Lucky Jack Gold Properties

The main terms of the DOA, dated July 19, 2018, provide Kinross with the right to earn a 70% interest in both properties by spending a minimum of C$5.5M in exploration expenditures over six years. Kinross is committed in the first and second year to aggregate minimum expenditures totalling $1,250,000. Rockcliff will act as operator.

QP

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba. Rockcliff is the largest junior explorer in the Flin Flon-Snow Lake greenstone belt and its extensive portfolio of properties totals over 2,000 square kilometres. It includes 8 of the highest-grade undeveloped base metal deposits and 5 lode-gold properties including the Laguna gold mine, Manitoba's first and highest-grade historic gold mine.

Please access the Company's website at www.rockcliffmetals.com for additional information on Rockcliff's sizeable base metal and gold property portfolio in the Flin Flon-Snow Lake greenstone belt.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 to Commence Drilling at Laguna Gold Property

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that a first phase drill program will commence on the Company's high-grade Laguna Gold Property located in Snow Lake, Manitoba. The Laguna Gold Property hosts the past producing Rex-Laguna Mine that was Manitoba's first and highest-grade gold mine. The 2,500 metre drill program marks the first drill program on the property in over 70 years.

Rockcliff's President & CEO, Ken Lapierre, stated: "We look forward to testing the gold potential at the Laguna Gold Property and are excited to be partnered with Kinross on the property. The high-grade gold potential is evident on the property where over 100,000 tonnes grading 18.7 g/t gold was mined mostly during the 1930s.; The drill program will focus south of the former high-grade gold mine where additional quartz veins were discovered this fall carrying visible gold and sulphides. Additionally, these veins are coincident with Induced Polarization (IP) geophysical anomalies that are identified to depths of up to 250 metres."

See Figure 1 on the following page highlighting Rockcliff's 5 district sized Snow Lake gold properties including the Laguna Gold Property.

Laguna Gold Property

The gold mineralization on the Laguna Gold Property is controlled by thrust faults attributed to the major regional Crowduck Bay Fault which crosses the entire length of the Laguna Gold Property. The gold-rich quartz veining and stockwork systems along the northwest limb of the Herb Lake Syncline typically occur where the faults intersect quartz-feldspar and biotite porphyry stocks that intrude Missi Group sedimentary and volcanic rocks. Quartz, iron carbonate-albite-sericite alteration commonly overprint peak regional metamorphic assemblages within gold-bearing vein margins. Mineralization in quartz and surrounding quartz stockwork wall rock consists of pyrite, arsenopyrite, chalcopyrite, sphalerite, galena, pyrrhotite and native gold.

Rockcliff's initial reconnaissance exploration program in 2016-17 identified 7 historical surface high-grade gold-rich quartz zones with multiple areas of visible gold and surface grab sample assays from trace to over 600 g/t gold. Follow-up geophysical programs including airborne magnetics and surface IP surveys covering the 6.0 kilometre long Laguna Gold Mine Trend identified significant potential extensions of the known surface gold-rich quartz zones along strike below a thin veneer of cover. IP anomalies associated at surface with the quartz zones extend to depths of 250 metres, the maximum penetration of the IP survey. The Fall exploration program uncovered numerous additional quartz-rich gold-bearing zones, some with visible gold that will be tested in the first phase drill program.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including the Laguna Gold Property.  Click image to view larger or link  here.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including the Laguna Gold Property. Click image to view larger or link here.

Definitive Option Agreement (DOA) for Laguna and Lucky Jack Gold Properties

The main terms of the DOA, dated July 19, 2018, provide Kinross with the right to earn a 70% interest in both properties by spending a minimum of C$5.5M in exploration expenditures over six years. Kinross is committed in the first and second year to aggregate minimum expenditures totalling $1,250,000. Rockcliff will act as operator.

QP

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba. Rockcliff's extensive portfolio of properties totals 169,000 hectares and includes 8 of the highest-grade undeveloped base metal deposits as well as Manitoba's first and highest-grade historic gold mine. Rockcliff's goal is to be known as a Canadian mine finder with ultimate conversion of its projects into cash generating royalties.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Identifies Gold Along a 10-Kilometre Long Horizon at the SLG Gold Property, Snow Lake, Manitoba

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that geological prospecting has identified the "McLeod Gold Horizon", more than a 10-kilometre long mineralized corridor associated with gold and copper mineralization on the Company"s SLG Gold Property.

President & CEO of Rockcliff, Ken Lapierre commented: "This strategic property hosts multiple historical gold-rich zones along several regional structural fault splays. The McLeod Gold Horizon has never been drill tested, yet hosts numerous historical gold showings. Rockcliff"s grab samples confirmed the presence of high-grade gold and copper mineralization. In 2019, we plan to advance this gold asset with additional surface work in preparation for a drill program focusing on top priority gold targets."

The SLG Gold Property is immediately adjacent to three former gold producers with total production of over 1.4M ounces and a 2,000 tonne per day gold mill facility. The newly identified McLeod Gold Horizon is part of the regional McLeod Road Thrust Fault, a world-class structure known to be associated with the former gold mines on the neighboring property.

Please refer to the plan map (Figure 1) on the following page highlighting locations of gold potential within the SLG Gold Property.

The SLG Gold Property is part of Rockcliff"s extensive property portfolio within the Snow Lake mining camp, which includes Manitoba"s first and highest-grade former gold mine and some of the highest-grade copper-rich and zinc-rich Volcanogenic Massive Sulphide (VMS) deposits within the prolific Flin Flon–Snow Lake greenstone belt.

SLG GOLD TARGETS

McLeod Gold Horizon: The McLeod Gold Horizon hosts quartz veining and volcanic rocks within and proximal to the regional McLeod Road Thrust Fault. Variable styles of mineralization, including stringer to massive sulphide, and lode gold-bearing quartz veins have been intermittently traced for over 10 kilometres with widths up to 30 metres. Historical grab samples were reported to grade from trace to 2.0 g/t gold and trace to 5.2% copper.

Rockcliff"s rock grab samples yielded from trace to 235.6 g/t gold and from trace to 2.41% copper.

Wolverton and West Wolverton Gold Zones: Historically, multiple quartz veins are associated with rusty, weathered, garnetiferous quartz-feldspar-biotite gneiss. Vein #1 is 305m long and between 3.5m to 10.5m wide. Vein #2 is 1,372m long and averages 0.6m in width. Historic shallow exploration drilling in the 1940s and 1970s intersected values ranging from 1.37 g/t gold over 0.61m to 24.69 g/t gold over 1.04m.

Rockcliff"s rock grab samples yielded quartz vein material grading from trace to 19.58 g/t gold.

Birch Gold Extension: Historical documents indicate shallow drilling gold intercepts inside the property boundary and located 300m east of the former Birch Gold Mine.

  • Zone 3: 8.92 g/t Au across 0.7m (BIR11-06);

  • Zone 5: 6.65 g/t across 0.4m (BIR11-11);

  • Zone 5: 3.82 g/t Au across 3.15m including 6.28g/t across 1.0m (BIR11-12); and

  • Zone 6: 61.83 g/t Au across 0.41m (BIR11-12).

Gold mineralization is associated with arsenopyrite, pyrite and pyrrhotite within moderately to strongly sheared quartz-carbonate flooded zones. The Birch Lake Gold Extension is hosted within the regional Birch Lake Thrust Fault.

Figure 1 - Plan map illustrating Rockcliff's sample locations, and the historic gold and base metal showings. Click image or link    here    to view larger.

Figure 1 - Plan map illustrating Rockcliff's sample locations, and the historic gold and base metal showings. Click image or link here to view larger.

Laboratory QA/QC

A total of 206 rock grab samples were taken in the field, packaged and shipped directly from Rockcliff"s field office to TSL Laboratories (TSL), Saskatoon, SK. TSL is a Canadian assay laboratory and is accredited under ISO/IEC 17025. Each bagged rock sample was dried, crushed to 70% passing 10 mesh and a 250 gram pulp was pulverized to 95% passing 150 mesh for assaying. A 0.5 g cut was taken from each pulp for base metal analysis (if needed) and leached in a multi acid (total) digestion and then analyzed for copper, lead, zinc and silver by atomic absorption. Gold concentrations were determined by fire assay using a 30 g charge followed by fire assay gravimetric and atomic absorption finish. Samples greater than an upper detection limit (3000 ppb) were reanalyzed using a 1 AT charge. Rockcliff inserted certified blanks and standards in the sample stream to ensure lab integrity.

QP

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release. The reader is cautioned that grab samples are selective by nature and may not represent the true grade of the mineralization of the prospect or showing sampled.

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba. Rockcliff"s extensive portfolio of properties totals 169,000 hectares and includes 8 of the highest-grade undeveloped base metal deposits as well as Manitoba"s first and highest-grade historic gold mine. Rockcliff"s goal is to be known as a Canadian mine finder with ultimate conversion of its projects into cash generating royalties.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Appoints Neil McMillan as a Director of the Company and Grants Stock Options

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce the appointment of a well-known mining executive, Mr. Neil McMillan, as a Director of the Company. 

Neil McMillan is best known for his long and illustrious career in Saskatchewan’s multi-billion-dollar mining industry.  As CEO of Claude Resources, he captained the Province’s only gold mining firm to profitability before it was eventually acquired by Silver Standard Inc., now SSR Mining Inc.  Neil served as Chairman of the Board of Directors of Cameco Inc., the world’s largest publicly traded uranium company. Neil also served on the Board of Saskatoon-based diamond mining company Shore Gold Inc., now Star Diamond Corp.

Mr. Ken Lapierre, President and CEO of Rockcliff stated: “The Board of Directors is very pleased to welcome Neil to the Rockcliff team. The Company will greatly benefit from Neil‘s integrity, depth of knowledge and network within the mining industry. Neil will assist the Company on all aspects of its strategic growth plans including marketing Rockcliff to a wider audience. Our Snow Lake assets hold great promise in high-grade base metals, gold and future royalties, and Neil‘s background will be pivotal in unlocking additional significant value for our shareholders.”

Mr. Neil McMillan stated: “I am pleased to join a company with such an experienced and committed board and management team and a terrific portfolio of base and precious metal projects. I hope my background and experience can add materially to the success of the Company.”

The appointment of Mr. McMillan is subject to the approval of the TSX Venture Exchange. The Company also announces the resignation of Gerry McCarvill from the Board of Directors.  The Board of Directors thanks Gerry for his positive and helpful contributions to the Company.

The Company also announces that it has granted 5,050,000 incentive stock options (the “Options”) to certain directors, officers and consultants of the Company. The Options are exercisable at $0.15 per share for a period of 5 years, terminating on October 9, 2023. 

About Rockcliff Metals Corporation

The Company is a well-funded Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba. Rockcliff’s extensive portfolio of properties totals 169,000 hectares and includes 8 of the highest-grade undeveloped base metal deposits as well as Manitoba’s first and highest-grade historic gold mine. Rockcliff’s goal is to be known as a Canadian mine finder with ultimate conversion of its projects into cash generating royalties.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Metals enters into Sponsorship Agreement with Star Finance GmbH and Retains Integral Wealth Securities Limited to provide Capital Markets Support Services

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that it has entered into a Sponsorship Agreement with Star Finance GmbH (“Star Finance”), a Swiss-based company, for European corporate communication services. Star Finance is owned by Michael Adams and has offices in Steinhausen, Switzerland, and Cologne, Germany.

The Company also wishes to announce that it has retained Integral Wealth Securities Limited (“Integral”) to assist in maintaining active and orderly trading in the market for the Company’s securities for a period of at least three months. A trader designated by Integral will endeavour to call a two-sided market; contribute to market liquidity and depth; and maintain activity in the market.

Star Finance is operated by Michael Adams who is an experienced communications professional with more than 15 years of experience assisting Canadian public companies with introductions to investors, primarily in Germany and German-speaking Europe. Among other services, Star Finance owns and operates two established investment-focused financial websites and provides information about investment opportunities to its audience through an e-mail newsletter, websites and various social media channels in the form of written articles as well as video content.

The Sponsorship Agreement provides for the introduction of the Company to Star Finance's audience and subscribers, as well as the distribution of Company news releases through Star Finance's channels and/or the creation and launch of web-based video interviews.

Star Finance has advised the Company that it holds 538,333 shares of the Company and warrants exercisable to purchase an additional 430,000 shares of the Company at an exercise price of $0.15 per share until August 16, 2020. Star Finance has advised that it does not hold any other direct or indirect interest in the Company or its securities, or any right to acquire any such interest.  The arrangement with Star Finance is subject to TSX Venture Exchange (“TSXV”) approval. The arrangement will have a 12-month term, which will commence following receipt of approval by TSXV,  at a cost of $5,000 per month, with certain prepayment discounts possible. Costs associated with the arrangement will be paid from general working capital.

Established in 2003, Integral is a private, independent, IIROC-licenced investment dealer headquartered in Toronto. The firm operates from seven offices, including Vancouver, Calgary and Ottawa. The firm’s capital markets group, Integral Capital Markets, has established capabilities in market making, energy banking and private capital solutions.

About Rockcliff Metals Corporation

The Company is a well funded Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.Rockcliff’s extensive portfolio of properties, totalling approximately 169,000 hectares, is located in and around the 100 year old Snow Lake mining camp and hosts the VMS #1 Property, the VMS #2 Property, NI 43-101 compliant resources at the Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).The Company’s properties also include Manitoba’s first lode-gold producer (Laguna Gold Property optioned to Kinross), four additional gold-rich properties (the Lucky Jack Gold Property optioned to Kinross, the SLG Gold Property, the DSN Gold Property and the Berry Creek Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the MacBride Zinc deposit (optioned to Nevada Zinc Corporation) located near Leaf Rapids, Manitoba.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Metals Now Largest Landholder in Snow Lake, Manitoba

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) today announced that it has acquired through map staking a 100% interest in 2 separate land packages and now controls approximately 169,000 hectares making it the largest landholder in the Snow Lake portion of the world-class Flin Flon – Snow Lake greenstone belt (“Belt”).

Rockcliff’s President & CEO Ken Lapierre stated: “The Belt has been home to over 30 base metal mines and 8 gold mines. Having worked there for over 13 years, we felt the time was right to acquire key land positions in an evolving new mining camp south-southeast of Snow Lake. We acquired the VMS #1 Property and the VMS #2 Property for their potential to host significant new high-grade mineral discoveries. With land covering 80 km of collective strike length, we are now in a position of beginning the compilation of all available data and are planning to complete an airborne geophysical survey with the ultimate goal of identifying drill targets. We will also continue to look at strategic opportunities to monetize Rockcliff’s extensive base metal and gold assets and advance our portfolio of high-grade properties in the camp.”

Please review the image on the following page which highlights the strategic location of the VMS #1 Property and the VMS #2 Property.

About the newly acquired VMS #1 Property and VMS #2 Property

The VMS #1 Property and the VMS #2 Property (the “Properties”) host a total of 8 Mineral Exploration Licenses (MEL) totalling over 115,452 hectares and are located in what is termed the Snow Lake South Emerging Mining Camp.  The Properties strategically cover an underexplored area hosting the southeast extension of the world-class and prolific Belt. A minimum of 7 known base metal deposits from 250,000 tonnes up to 6.0 million tonnes in size are located along strike of both Properties and host the same juvenile arc rocks associated with all of the VMS mines and deposits in the Belt.  The Properties are covered by a thin veneer of limestone progressing from nothing up to 100 metres thick in a southward progression. This cover impeeded historic exploration efforts but advances have present geophysical surveys allow a “windowing effect” through the limestone cover so metal bearing targets can be identified.

Rockcliff now controls 100% of the Properties with no outstanding royalties and has unfettered access to explore and discover mineralization within the property limits. Yearly escalating expenditures must be completed and submitted to the Government to maintain the property in good standing. The first year’s exploration commitment is $144,315 to maintain the MEL claims. A winter airborne geophysical program is planned on the Properties in 2019 to define drill targets that warrant follow-up.

To view the graphic in its original size, please click  here

To view the graphic in its original size, please click here

Figure 1: Rockcliff’s VMS #1 Property and VMS #2 Property

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

The Company is a well-funded Canadian resource exploration company focused on exploration and the potential to generate cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling approximately 169,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts the VMS #1 Property, the VMS #2 Property, NI 43-101 compliant resources at the Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first lode-gold producer (Laguna Gold Property optioned to Kinross), four additional gold-rich properties (the Lucky Jack Gold Property optioned to Kinross, the SLG Gold Property, the DSN Gold Property and the Berry Creek Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the MacBride Zinc deposit (optioned to Nevada Zinc) located near Leaf Rapids, Manitoba.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Initiates 2018 Exploration at the Laguna and Lucky Jack Gold Properties

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce the 2018 exploration program has commenced on the Company’s high-grade Laguna and Lucky Jack Gold Properties located in Snow Lake, Manitoba.  Both gold properties are centered within the historic “Herb Lake Gold Camp”. The Laguna Gold Property, last drilled in 1944, hosts the past producing Rex-Laguna Mine that was Manitoba’s first and highest-grade gold mine.  This new program marks the first systematic exploration in over 100 years.

Rockcliff’s President & CEO, Ken Lapierre, stated: “We now have boots on the ground at Laguna and are excited to be partnered with Kinross in a systematic exploration program in preparation for a Fall drill program, which will be the first drilling conducted on the property since 1944.  The first-year work commitment of $750,000 by Kinross will cover the work expenditures until the end of 2018. The Laguna and Lucky Jack Gold properties have excellent potential to host significant and high-grade gold mineralization similar to what was at Rex-Laguna.  We look forward to commencing the first drill program at Laguna and working with Kinross to unlock the properties’ full potential.”

See Figure 1 on the following page highlighting Rockcliff’s 5 district sized Snow Lake gold properties including the Laguna and Lucky Jack Gold Properties.

2018 Exploration Plans at Laguna and Lucky Jack Gold Properties

The exploration plans at the Laguna and Lucky Jack Gold properties will include geological mapping, trenching and sampling as well as ground gravity geophysics and a LIDAR survey.  In 2017, Rockcliff completed a line cut grid along with Induced Polarization (IP) and VLF surveys.  Upon completion of prioritizing targets using information from the current work program and the combined geophysical and LIDAR data sets, a drill program at the Laguna Gold property is planned for the fourth quarter.

Laguna Gold Property

The gold mineralization on the Laguna Gold Property is controlled by thrust faults attributed to the major regional Crowduck Bay Fault which crosses the entire length of the Laguna Gold Property. The gold-rich quartz veining and stockwork systems along the northwest limb of the Herb Lake Syncline typically occur where the faults intersect quartz-feldspar and biotite porphyry stocks that intrude Missi Group sedimentary and volcanic rocks. Quartz, iron carbonate-albite-sericite alteration commonly overprint peak regional metamorphic assemblages within gold-bearing vein margins. Mineralization in quartz and surrounding quartz stockwork wall rock consists of pyrite, arsenopyrite, chalcopyrite, sphalerite, galena, pyrrhotite, native gold and telluride.

Rockcliff’s initial reconnaissance exploration program in 2016-17 identified 7 historical surface high-grade gold-rich quartz zones with multiple areas of visible gold and surface grab sample assays from trace to over 600 g/t gold.  Follow-up geophysical programs including airborne magnetics and surface IP surveys covering the 6.0 kilometres long Laguna Gold Mine Trend identified significant potential extensions of the known surface gold-rich quartz zones along strike below a thin veneer of cover. IP anomalies associated at surface with the quartz zones extend to depths of 250 metres, the maximum penetration of the IP survey.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including Laguna and Lucky Jack. (To view the graphic in its original size, please click    here   )

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including Laguna and Lucky Jack. (To view the graphic in its original size, please click here)

Lucky Jack Gold Property

The Lucky Jack Gold Property is located immediately south of the Laguna Gold Property.  It hosts gold mineralization in foliated and fractured zones and sulphide bearing quartz veins and stringers located near the contact of granite, granodiorite and pegmatite rocks with the surrounding volcanic, intrusive and sedimentary rocks. Historical geophysical evidence suggests that gold mineralization is associated along the contacts of multi-kilometre long magnetic anomalies and that at least 6 magnetic anomalies have been identified within the Lucky Jack Gold Property.

Definitive Option Agreement (DOA) for Laguna and Lucky Jack Gold Properties

The main terms of the DOA provide Kinross with the right to earn a 70% interest in both properties by spending a minimum of C$5.5M in exploration expenditures over six years. Kinross is committed in the first and second year to aggregate minimum expenditures totalling $1,250,000.  Rockcliff will act as operator.

Please access the Company’s website at www.rockcliffmetals.com for additional information on Rockcliff’s sizeable base metal and gold properties in the Flin Flon-Snow Lake greenstone belt.

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

The Company is a well-funded Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling approximately 50,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts resources at the Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first former lode-gold producer (Laguna Gold Property optioned to Kinross), four additional gold-rich properties (Lucky Jack Gold Property optioned to Kinross, SLG Gold Property, DSN Gold Property and Berry Creek Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the MacBride Zinc deposit (optioned to Nevada Zinc) located near Leaf Rapids, Manitoba.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Closes $1.84 Million Non-Brokered Private Placement

Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) today announced that the Company has closed its non-brokered private placement announced recently in its press release of July 27, 2018.  The Company placed 12,083,885 Flow Through Units (“FTU”) at a price of $0.09 per FTU for gross proceeds of $1,087,549 and 10,839,617 Working Capital Units (“WCU”) at a price of $0.07 per WCU for gross proceeds of $758,773 for total gross proceeds of $1,846,322 (the “Financing”). Red Cloud Klondike Strike Inc. acted as a finder in connection with the Financing.

Rockcliff’s President & CEO Ken Lapierre commented: “We are pleased that the Financing is now complete and includes existing and new shareholders. We thank those who have taken this opportunity to support Rockcliff as we move forward with our high-grade base metal and gold assets in the world class Snow Lake mining camp located in central Manitoba. With this equity raise, the recent cash sale of our Talbot Copper Property option to Norvista Capital and our recently announced option of two of our five high-grade gold properties to Kinross Gold we are now in a strong financial position to continue to strategically advance our base and precious metal assets from many fronts.  We will continue to strategically explore only our highest priority properties and will announce shortly our strategic exploration plan moving forward.  We have demonstrated our ability to monetize assets, raise equity and explore wisely and we will continue to advance our extensive high-grade assets by considering all strategic opportunities with minimal dilution to the Company’s shareholders.” 

Use of Proceeds

The net proceeds from the Financing will be used to fund exploration of the Company’s Manitoba properties and for general working capital purposes.  The Company’s Manitoba properties in the Snow Lake mining camp include some of the highest grade undeveloped base metal (copper and zinc) deposits and underexplored lode gold properties all within trucking distance to processing facilities.  Exploration programs will be focused on the highest priority properties and will include geological, airborne and surface geophysical and diamond drilling programs.

Details of the Financing

Each FTU consisted of one (1) common share and one-half of a common share purchase warrant.  Each WCU consisted of one (1) common share and one (1) common share purchase warrant.  Each full warrant entitles the holder to purchase one common share at a price of $0.15 for two years from closing. 

Eligible finders were paid cash fees of $91,173.93 and issued 767,784 FT Broker Warrants and  315,335 WC Broker Warrants. Each FT Broker Warrant entitles the holder to acquire one broker unit at a price of $0.09, with each broker unit consisting of one common share and one-half of a warrant, for a period of two (2) years from closing and each WC Broker Warrant entitles the holder to acquire one (1) WCU at a price of $0.07 for a period of two (2) 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, 2018.

An insider of the Company subscribed for 100,000 WCUs in the Financing. The insider private placement is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 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 insider did not exceed 25% of its market capitalization.

About Rockcliff Metals Corporation

The Company is a well-funded Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts resources at the Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s former lode-gold producer (Laguna Gold Property optioned to Kinross Gold), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property optioned to Kinross Gold), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the MacBride Zinc deposit (optioned to Nevada Zinc) located near Leaf Rapids, Manitoba. For more information, please visit http://rockcliffmetals.com/.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Announces Share Consolidation and Closing of Non-Brokered Private Placement

Toronto, ON – August 15, 2018 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) wishes to announce that further to its press release of July 27, 2018, commencing at the open of the market on Thursday, August 16, 2018, the common shares of the Company will trade on a post-consolidation basis on the TSX Venture Exchange on the basis of one (1) post-consolidation common share for each three (3) pre-consolidation common shares (the “Consolidation”). Registered shareholders will receive a letter of transmittal to exchange their original common shares for post-consolidation common shares.  Beneficial shareholders will have their accounts automatically adjusted. All fractions of post-consolidation common shares will be rounded to the next lowest whole number and such fractional common shares will be cancelled.

The new CUSIP number for the Company’s common shares on a post-consolidation basis is 77289R209. The name and trading symbol remain unchanged.

Immediately following the Consolidation, the Company will close its post-consolidated non-brokered private placement. A press release will be issued following completion of the closing providing particulars of the private placement.

About Rockcliff Metals Corporation

The Company is a Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts NI 43-101 compliant resources at the gold-rich Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first and highest-grade former lode-gold producer (Laguna Gold Property optioned to Kinross Gold), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property optioned to Kinross Gold), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the near-surface high-grade MacBride Zinc deposit (optioned to Nevada Zinc) located near Leaf Rapids, Manitoba. For more information, please visit http://rockcliffmetals.com/.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Announces Closing of the Talbot Property Sale, Share Consolidation and $2.4 Million Non-Brokered Private Placement

Toronto, ON – July 27, 2018 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that further to its press release of May 8, 2018, it has received a payment of $150,000 from Norvista Capital Corporation and closed the sale of its interest in the Talbot Option Agreement and the Talbot Property to Norvista Capital. The Talbot property is within the world class Flin Flon-Snow Lake greenstone belt located in central Manitoba, Canada.

The Company is also pleased to announce that it will proceed with a 3 for 1 consolidation of its outstanding capital (the “Consolidation”) and a proposed $2.4 million non-brokered private placement (the “Financing”) of up to 16,000,000 post-Consolidation Flow Through Units (“FTU”) for proceeds of up to $1,440,000 and up to 14,000,000 post-Consolidation Working Capital Units (“WCU”) for proceeds of up to $980,000 (the “WC Offering”).

Ken Lapierre, President and CEO of the Company, commented: “Pursuant to the recently announced option of two of our gold properties to Kinross Gold and the completion of the sale of the Talbot Property option to Norvista Capital, we have demonstrated our ability to monetize assets within our extensive property portfolio. Once the Financing is completed, the proceeds will be used to fund several substantial drill programs focused initially on our 100% owned base metal and precious metal properties. With Kinross Gold and Norvista Capital now actively exploring some of our gold and base metal properties at the same time, the remainder of 2018 will be very busy.  We continue to consider all strategic opportunities to monetize and advance our extensive base and precious metal property portfolio in the Snow Lake mining camp with minimal dilution to the Company’s shareholders.”

Consolidation

Further to the approval by the Company’s shareholders obtained on October 19, 2017, the Company will complete a minor Consolidation of its issued and outstanding common shares on the basis of one (1) post-Consolidation common share for every three (3) pre-consolidation common shares resulting in a total of approximately 53,569,094 post-Consolidation common shares issued and outstanding following the Consolidation and immediately prior to completion of the Financing. No fractional common shares will be issued as a result of the Consolidation.  All fractions of post-Consolidation common shares will be rounded to the next lowest whole number and such fractional common shares will be cancelled. Following the completion of the Financing, outstanding capital would be approximately 83,569,094 post-Consolidation common shares.

Financing

After giving effect to the Consolidation, each FTU will be priced at $0.09 and consist of one (1) common share and one half (1/2) common share purchase warrant. Each full warrant (a “FT Warrant”) entitles the holder to purchase one (1) common share of the Company at a price of $0.15 per share for a period of two (2) years from the closing date of the Financing. Each WCU priced at $0.07 will consist of one (1) common share and one common share purchase warrant (a “WC Warrant”).  Each WC Warrant entitles the holder to purchase one (1) common share of the Company at a price of $0.15 per share for a period of two (2) years from the closing date of the Financing.

Eligible finders may receive a cash fee of up to 7% of the value of WCUs and FTUs sold and up to 7% of the number of FTUs and WCUs sold in the form of broker warrants. Each broker warrant issued in respect of the sale of FTUs (the “FT Broker Warrants”) entitles the holder to acquire one broker unit (an “FT Broker Unit”) at a price of $0.09, with each FT Broker Unit consisting of one common share and one-half of a FT Warrant, for a period of two (2) years from the closing date of the Financing and each broker warrant issued in respect of the sale of WCUs (the “WC Broker Warrants”) entitles the holder to acquire one (1) WCU at a price of $0.07 for a period of two (2) years from the closing date of the Financing. All securities issued pursuant to the Financing will be subject to a statutory four month hold period and regulatory approval.

Use of Proceeds

The net proceeds from the Financing will be used to fund exploration of the Company’s Manitoba properties and for general working capital purposes.  The Company’s Manitoba properties in the Snow Lake mining camp include some of the highest grade undeveloped base metal (copper and zinc) deposits and underexplored lode gold properties all within trucking distance to processing facilities.  Exploration programs will be focused on the highest priority properties and will include geological, airborne and surface geophysical and diamond drilling programs.

Closing

The Consolidation is to be completed and the Financing is expected to close on or before August 16, 2018 or such other date as agreed to between the Company and the subscribers.

Completion of the Consolidation is conditional upon the funds from the Financing being in place immediately prior to effecting the Consolidation after which the Financing will close.  The Company will issue a press release immediately prior to the closing of the Financing, setting out the new CUSIP number and the timing for the commencement of trading on the TSXV on a post-Consolidation basis.

About Rockcliff Metals Corporation

The Company is a Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts NI 43-101 compliant resources at the gold-rich Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first and highest-grade former lode-gold producer (Laguna Gold Property), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the optioned near-surface high-grade MacBride Zinc deposit located near Leaf Rapids, Manitoba. For more information, please visit http://rockcliffmetals.com/.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 and Kinross to Explore Laguna and Lucky Jack Gold Properties Located in Snow Lake, Manitoba

Toronto, ON – July 26, 2018 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that it has entered into a Definitive Option Agreement (“DOA”) with KG Exploration (Canada) Inc., an affiliate of Kinross Gold Corporation (TSX:K) on the Company’s high-grade Laguna and Lucky Jack Gold Properties located in Snow Lake, Manitoba.  Both gold properties are centered within the historic “Herb Lake Gold Camp”. The Laguna Gold Property, last drilled in 1944, hosts Manitoba’s first and highest-grade former gold mine and will now be the subject of the first systematic exploration program in over 100 years.

Rockcliff’s President & CEO, Ken Lapierre, stated: “We are pleased to have completed the DOA on the Laguna and Lucky Jack Gold Properties with a major global gold miner like Kinross.  The remainder of 2018 will be an active time on these properties as we systematically focus on high priority targets in preparation for drilling.  The Laguna and Lucky Jack Gold properties have excellent potential to host significant and high-grade gold mineralization.   We look forward to advancing these gold properties and working with Kinross to unlock their full potential.”

See Figure 1 on the following page highlighting Rockcliff’s 5 district sized Snow Lake gold properties including the Laguna and Lucky Jack Gold Properties.

DOA for Laguna and Lucky Jack Gold Properties

The main terms of the DOA provide Kinross with the right to earn a 70% interest in both properties by spending a minimum of C$5.5M in exploration expenditures over six years. Kinross is committed in the first and second year to aggregate minimum expenditures totalling $1,250,000.  Rockcliff will act as operator.

Laguna Gold Property

The Laguna Gold Property hosts the Laguna gold mine, Manitoba’s first and highest grade former gold mine located within the Flin Flon-Snow Lake greenstone belt, a belt known originally for it high-grade gold mines then its high-grade base metals mines.  Historical, intermittent gold mining at Laguna, between 1916 and 1939 produced over 60,000 ounces of gold grading approximately 19.0 g/t.  The Laguna Gold Property includes 28 contiguous mining claims totalling 3,501 hectares covering a minimum 6.0 kilometres of prospective strike length of the Laguna Gold Mine Trend.

The gold mineralization on the Laguna Gold Property is metallogenically controlled by subsidiary thrust faults attributed to the major regional Crowduck Bay Fault which crosses the entire length of the Laguna Gold Property. The gold-rich quartz veining and stockwork systems along the northwest limb of the Herb Lake Syncline typically occur where the subsidiary faults intersect quartz-feldspar and biotite porphyry stocks that intrude Missi Group sedimentary and volcanic rocks. Quartz, iron carbonate-albite-sericite alteration commonly overprint peak regional metamorphic assemblages within gold-bearing vein margins. Mineralization in quartz and surrounding quartz stockwork wall rock consists of pyrite, arsenopyrite, chalcopyrite, sphalerite, galena, pyrrhotite, native gold and telluride.

Rockcliff’s initial reconnaissance exploration program in 2016-17 identified 7 historical surface high-grade gold-rich quartz zones with multiple areas of visible gold and surface grab sample assays from trace to over 600 g/t gold.  Follow-up geophysical programs including airborne magnetics and surface Induced Polarization (IP) surveys covering the 6.0 kilometres long Laguna Gold Mine Trend that identified significant potential extensions of the known surface gold-rich quartz zones along strike below a thin veneer of overburden cover. IP anomalies associated at surface with the quartz zones extend to depths of 250 metres, the maximum penetration of the IP survey.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including Laguna and Lucky Jack. (To view the graphic in its original size, please click  here )

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including Laguna and Lucky Jack. (To view the graphic in its original size, please click here)

Lucky Jack Gold Property

The Lucky Jack Gold Property is located immediately south of the Laguna Gold Property.  It hosts gold mineralization in foliated and fractured zones and sulphide bearing quartz veins and stringers located near the contact of granite, granodiorite and pegmatite rocks with the surrounding volcanic, intrusive and sedimentary rocks. Historical geophysical evidence suggests that gold mineralization is associated along the contacts of multi-kilometre long magnetic anomalies and that at least 6 magnetic anomalies have been identified within the Lucky Jack Gold Property.

Please access the Company’s website at www.rockcliffmetals.com for additional information on Rockcliff’s sizeable base metal and gold properties in the Flin Flon-Snow Lake greenstone belt.

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

The Company is a Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts NI 43-101 compliant resources at the gold-rich Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first and highest-grade former lode-gold producer (Laguna Gold Property), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the optioned near-surface high-grade MacBride Zinc deposit located near Leaf Rapids, Manitoba. For more information, please visit http://rockcliffmetals.com/.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Identifies Multiple Untested Targets at Its Rail Copper Property

Toronto, ON – July 24, 2018 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that a recently completed down-hole geophysical survey and a review of previous airborne and surface geophysics on the 100% owned Rail Copper Property have identified several significant untested targets along strike and immediately below the Rail Copper deposit. The Rail Copper Property is strategically located within the Snow Lake mining camp in Manitoba, Canada and less than 40 kilometres by road from a fully operational milling facility.  The property is located in the Flin Flon-Snow Lake greenstone belt which is home to over 100 years of mining of base metals (copper and zinc) and gold. The Flin Flon Snow Lake greenstone belt is known as a world class base metal mining camp.

Ken Lapierre, President and CEO of the Company, commented: “Our summer geophysical focus on the Rail Copper Property was to locate additional untested target areas along the 5-kilometre-long Rail Copper horizon. The geophysics clearly demonstrated additional targets that show excellent potential to expand the present resource at the Rail Copper deposit as well as potential new discoveries along strike of the deposit. These untested geophysical targets all have similar signatures as the nearby Rail Copper deposit and will be the focus of a planned future drill program.  Rockcliff will continue to explore its extensive precious and base metal property portfolio while looking for opportunities to partner or monetize some of these properties with the primary goal of creating long-term shareholder value.”

The Rail Copper Property

Rockcliff completed an initial NI 43-101 Compliant Resource on the Rail Copper deposit on December 21, 2010. The report entitled “Mineral Resource Evaluation, Rail Polymetallic Sulphide Deposit, Snow Lake, Manitoba”, dated December 19, 2010 (the “Rail Deposit Report”), was prepared by Sébastien Bernier, M. Sc., P.Geo, and Dominic Chartier, P.Geo., qualified persons under National Instrument 43-101, on behalf of SRK Consulting (Canada) Inc. (“SRK”). The Rail Deposit Report is available for viewing on the SEDAR profile for Rockcliff Resources Inc. (“Rockcliff Resources”), the predecessor of the Company, at www.sedar.com. The Mineral Resource Statement prepared by SRK for the Rail Copper deposit is detailed below.

Table 1: Mineral Resource Statement*, Rail Copper Deposit, Manitoba prepared by SRK Consulting, November 4, 2010

*Reported at a cut-off of 2% to reflect “the reasonable prospects” of economic extraction using underground mining methods.&nbsp; Cut-off grade is based on US$3.00 Cu with no revenue from other sources, recovery of 80%. All figures were rounded to reflect the relative accuracy of the estimates. Mineral resources are not mineral reserves and do not have demonstrated economic viability. The Indicated Mineral Resource for the Rail Copper deposit was classified using CIM Definition Standards for Mineral Resources and Mineral Reserves (December 2005) by Sebastian Bernier, P.Geo.(APGO #1847). Reference is made to the press release dated November 4, 2010, issued by Rockcliff Resources.

*Reported at a cut-off of 2% to reflect “the reasonable prospects” of economic extraction using underground mining methods.  Cut-off grade is based on US$3.00 Cu with no revenue from other sources, recovery of 80%. All figures were rounded to reflect the relative accuracy of the estimates. Mineral resources are not mineral reserves and do not have demonstrated economic viability. The Indicated Mineral Resource for the Rail Copper deposit was classified using CIM Definition Standards for Mineral Resources and Mineral Reserves (December 2005) by Sebastian Bernier, P.Geo.(APGO #1847). Reference is made to the press release dated November 4, 2010, issued by Rockcliff Resources.

The Rail Copper Property hosts the Rail Copper deposit which is located within the 5-kilometre-long Rail Copper horizon.

Geophysical evidence (see figure 1 below) suggests at least 3 significant targets within the Rail Copper horizon termed the North Target and the South Target. The Center Target represents the Rail Copper deposit.

Figure 1: Rail Copper horizon VTEM survey highlighting the Rail Copper deposit and North and South target areas within Rockcliff’s 100% owned Rail Copper Property. (To view the graphic in its original size, please click  here )    

Figure 1: Rail Copper horizon VTEM survey highlighting the Rail Copper deposit and North and South target areas within Rockcliff’s 100% owned Rail Copper Property. (To view the graphic in its original size, please click here)

 

The Rail Copper deposit:

The NI 43-101 compliant resource of the Rail Copper deposit has significant upside potential. The Rail mineralization consists of a single lens of stringers up to massive sulphides of pyrite, pyrrhotite, chalcopyrite and sphalerite. The Rail Copper deposit is within the 5-kilometre-long Rail Copper horizon comprised of a pervasive mineralized highly altered juvenile arc bi-modal rock package typical of the rock assemblages that host all of the deposits and base metal mines in the Flin Flon-Snow Lake greenstone belt. The mineralization of the Rail Copper deposit remains open along strike and at depth where Rockcliff’s surface and bore hole geophysical surveys have identified untested targets to a depth of 1,000 metres immediately below the deposit.

The North Target:

The North Target area represents a high priority area lying approximately 1,000 metres north of the Rail Copper deposit and within the Rail Copper horizon. Geophysically, the target anomaly is characterized by a significant late time airborne VTEM response characteristic of sulphide accumulation and in direct response with a magnetic association. Observations indicate there are multiple close spaced targets over a strike length of 375 metres and the geophysical response pattern is not due to just one isolated target.  One shallow historical drill hole in this area failed to explain the target.

The South Target:

The South Target area represents a high priority target lying approximately 800 metres south of the Rail Copper deposit and within the Rail Copper horizon. Geophysically, the target is characterized by a significant late time VTEM response characteristic of sulphide accumulation and flanked by a large magnetic source. The target strike length is 600 metres long.  One historical shallow hole above 100 metres vertical tested the target and intersected scattered low copper and zinc assays. The target remains virtually untested across its strike length and the fact that a single historical drill hole identified base metal mineralization at shallow depths is encouraging.

QP

Ken Lapierre, P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release.

About Rockcliff Metals Corporation

The Company is a Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s extensive portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old Snow Lake mining camp and hosts NI 43-101 compliant resources at the gold-rich Talbot Copper deposit and the Rail Copper deposit and historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first and highest-grade former lode-gold producer (Laguna Gold Property), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the optioned near-surface high-grade MacBride Zinc deposit located near Leaf Rapids, Manitoba. For more information, please visit http://rockcliffmetals.com/.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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 Uncovers Multiple High-Grade Gold Zones at Its Berry Creek Gold Property, Snow Lake, Manitoba

Toronto, ON – July 18, 2018 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (TSX.V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce the occurrence of several high-grade surface gold zones on its Berry Creek Gold Property in Snow Lake, Manitoba.  The Berry Creek Gold Property (see Figure 1) is strategically located within the Snow Lake mining camp and less than 5 kilometres by road from a 2000 tpd gold mill facility.  It is part of the world-class Flin Flon-Snow Lake greenstone belt which is home to over 100 years of mining of base metals (copper and zinc) and gold.

Ken Lapierre, President and CEO of the Company, commented: “We acquired the Berry Creek Gold Property initially for its low-grade, large tonnage potential and are very pleased to have confirmed that high-grade gold-rich shear zones over appreciable thicknesses are also associated within the host Sneath Lake intrusion.  In light of the high-grade potential uncovered on this property to date, we look forward to advancing this gold asset more aggressively in the coming months.  Results such as this highlight the opportunity for discovery across our sizeable base metal and gold property portfolio within the Flin Flon-Snow Lake greenstone belt.”

The Berry Creek Gold Property

A total of 60 surface grab samples were collected from multiple shear zones over a small area on the northeast part of the property, including 30 from historic trenches and 30 from reconnaissance prospecting.  Visible gold was detected in several locations. 

Chart for web.JPG

See Figure 1 on the following page highlighting Rockcliff’s 5 district sized gold properties in Snow Lake including the Berry Creek Gold Property and the location of the 60 surface grab samples.

Field activities conducted by Rockcliff on the Berry Creek Gold Property confirmed the presence of significant gold mineralization associated with the Sneath Lake intrusion and along a portion of the Berry Creek Fault Zone and its subsidiary fault splays. Within the Berry Creek Gold Property limits, the Sneath Lake intrusion has a strike length of approximately 15 kilometres by up to 4 kilometres wide.  Gold mineralization is associated with quartz-hosted shear zones within the Sneath Lake intrusion and is also hosted in the intrusion itself.  These gold-bearing shear zones occurred over thicknesses ranging from 0.5 metres up to 7.0 metres and were followed intermittently for up to 250 metres along strike. Sulphides commonly include pyrite, arsenopyrite and less commonly pyrrhotite, chalcopyrite, bornite, sphalerite, chrysocolla, malachite, galena and visible gold.

Additional exploration on the Berry Creek Gold Property will look to extend known areas of gold mineralization associated with the Sneath Lake intrusion and determine the significance of the gold mineralization on the Property.

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including the location of the 60 surface grab samples. (To view the graphic in its original size, please click  here )

Figure 1 - Rockcliff's 5 district sized gold properties in the Snow Lake area, including the location of the 60 surface grab samples. (To view the graphic in its original size, please click here)

Rockcliff can acquire a 100% interest in the Berry Creek Gold Property by paying the owner an aggregate of $140,000 cash over a three-year period including $35,000 on signing (completed) and $35,000 annually in three equal payments.  Expenditure requirements to keep the option in good standing over five years total $500,000 with a minimum $75,000 expenditure requirement in any year. The owner will retain a 2.0% Net Smelter Royalty (NSR) on the Berry Creek Gold Property of which 1.0% NSR can be purchased at any time for $500,000 per 0.5% NSR.  The owner’s remaining NSR will be subject to a right of first refusal in favor of Rockcliff.  Please see press release dated October 5, 2017 for additional information.

Laboratory QA/QC

Rock samples were taken in the field, packaged and shipped directly from Rockcliff’s field office to TSL Laboratories (TSL), Saskatoon, SK. TSL is a Canadian assay laboratory and is accredited under ISO/IEC 17025. Each bagged rock sample was dried, crushed to 70% passing 10 mesh and a 250 gram pulp was pulverized to 95% passing 150 mesh for assaying. A 0.5 g cut was taken from each pulp for base metal analysis (if needed) and leached in a multi acid (total) digestion and then analyzed for copper, lead, zinc and silver by atomic absorption. Gold concentrations were determined by fire assay using a 30 g charge followed by fire assay gravimetric and atomic absorption finish. Samples greater than an upper detection limit (3000 ppb) were reanalyzed using a 1 AT charge. Rockcliff inserted certified blanks and standards in the sample stream to ensure lab integrity.

QP

Ken Lapierre P.Geo., President and CEO of Rockcliff, a Qualified Person in accordance with Canadian regulatory requirements as set out in NI 43-101, has read and approved the scientific and technical information that forms the basis for the disclosure contained in this press release. The reader is cautioned that grab samples are selective by nature and may not represent the true grade of the mineralization of the prospect or showing sampled.

About Rockcliff Metals Corporation

The Company is a Canadian resource exploration company focused on exploration and generating cash flow from future royalty payments on its base and precious metal assets located in Snow Lake, Manitoba, Canada.  Rockcliff’s current portfolio of properties, totalling in excess of 50,000 hectares, is located in and around the 100-year-old operating Snow Lake mining camp and hosts NI 43-101 Compliant Resources at the gold-rich Talbot Copper deposit and the Rail Copper deposit and undeveloped historical zinc and zinc-copper deposits (the Lon Zinc-Copper deposit, the Bur Zinc-Copper deposit, the Morgan Zinc deposit and the down-dip continuation of the Pen Zinc deposit).  The Company’s properties also include Manitoba’s first and highest-grade former lode-gold producer (Laguna Gold Property), four additional gold-rich properties (SLG Gold Property, DSN Gold Property, Berry Creek Gold Property and Lucky Jack Gold Property), a Net Smelter Royalty on the Tower Property slated for production in 2020 (the Tower Copper deposit) and the optioned near-surface high-grade MacBride Zinc deposit located near Leaf Rapids, Manitoba.

For further information, please contact: 

Rockcliff Metals Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.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.

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.