Rockcliff Announces Appointment of New CEO

Rockcliff Metals Corporation ("Rockcliff" or the "Company") (CSE: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is very pleased to announce the appointment of Alistair Ross as the Company's new President and Chief Executive Officer effective immediately. In addition to his new executive management role, Alistair has also been appointed to the Board of Directors of Rockcliff. The strengthening of Rockcliff's senior management team is a major component of the Company's strategic initiative to become a producing mining company.

Alistair brings to Rockcliff a broad spectrum of in-depth mining experience and mining innovation in both small to large-scale projects as he prepares to lead the Company in its next phase of growth. His career has spanned three continents beginning with Rio Tinto in Zimbabwe, Phelps Dodge in New Mexico as well President of Lonmin's South African operations, the world's third largest platinum producing company from 2005 through 2008. Alistair also spent a combined seven years with Inco/Vale most recently directing a team responsible for the re-build of Vale's Sudbury mining operations which consisted of six mines and approximately 2,000 employees. In 2017 and 2018, in addition to the Sudbury mining operations, Alistair was also responsible for Vale's Thompson, Manitoba and Voisey's Bay operations. During his tenure at Vale he was successful in fast tracking the introduction of new mining technology into the underground operations, including the autonomous use of scoops and the tele-remote use of production drills. Alistair holds a BSc. Metallurgical Engineering, ARSM and a MSc. Mineral Process Design, DIC from the Royal School of Mines, Imperial College, London University, England.

Alistair had the following comments upon accepting his appointment, "I am excited by the opportunity to work with Rockcliff's Board and to assemble a management team to exploit the opportunities that Rockcliff offers to its shareholders. The Company has amassed a great tract of land, already developed several near-term production opportunities, and has many more prospective targets that are worthy of rapid and intensive exploration. I look forward to implementing state-of-the-art mining technology in our development projects with current industry numbers indicating at least a 15% improvement in bottom line performance over conventional mechanized mining methods. Rockcliff offers investors the rare combination of early production potential and significant exploration upside in a jurisdiction that is highly conducive for mining investment. The assay results announced in Rockcliff's May 21, 2019 news release from the winter drill program on the Bur high-grade zinc project are an excellent example of our significant exploration upside. I am pleased to announce that Ken Lapierre will be continuing his role in directing Rockcliff's substantial and well funded exploration program as Vice President of Exploration."

Ken Lapierre stated, "I am delighted to take on the role of VP of Exploration and to be part of the management team that will be responsible for taking Rockcliff to the next level in its life cycle. With over 100,000 metres of exploration drilling to be completed over the next 20 months, the Company is poised for tremendous growth through the drill bit as we transition Rockcliff into a mining company. Alistair's appointment brings with it broad based experience and a track record of taking projects like ours from exploration into production. I look forward to working closely with Alistair and the management team to make Rockcliff a Canadian mining success!"

Don Christie, Director, had the following comments on behalf of the Board of Rockcliff, "With Alistair's vision and energy, I am anticipating that Rockcliff will be built from the bottom up as a 21st century company, outstanding in the mining field in terms of safety, employee engagement and ability to attract talent. Alistair's collaborative leadership style when combined with rapid decision making capabilities, will position Rockcliff to be agile, opportunistic and market responsive. The Board looks forward to working with Alistair as he builds his new team and accelerates Rockcliff's advancement to becoming a producing mining company as well as establishing a strategic plan for the Company that demonstrates growth beyond what is currently identifiable."

Mr. Ross's appointment is subject to approval of the Canadian Securities Exchange.

About Rockcliff Metals Corporation

Rockcliff is a well funded Canadian resource development and exploration company with approximately $30 million in funding, a fully functional +1000 tpd permitted leased processing and tailings facility as well as several advanced stage high-grade copper and zinc dominant VMS deposits in the Snow Lake area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower copper project which it expects to be completed by Q4 of this year. Rockcliff is a major landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district in the world hosting mines and deposits containing copper, zinc, gold and silver. The Company's extensive portfolio of properties totals over 4,200 square kilometres and includes eight of the highest-grade, undeveloped VMS deposits and five lode-gold properties held by Goldpath Resources Corp., a Rockcliff wholly-owned subsidiary, 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 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 a guarantee of future performance and actual results or developments may differ materially from those in the forward-looking statements.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.


Rockcliff Drills Near Surface High-Grade Massive Sulphides at Bur: 17.95% ZnEq Across 5.7 Metres and 15.03% ZnEq Across 4.42 Metres

Rockcliff Metals Corporation ("Rockcliff" or the "Company") (CSE: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce assay results from its recently completed Phase Two winter drill program on the Company’s Bur Zinc Property located in central Manitoba. The Bur Zinc Property hosts the high-grade historical Bur Zinc Deposit and is strategically located 22 kilometres by road from Hudbay Minerals Inc.’s (“Hudbay”, HBM:TSX;NYSE) copper-zinc concentrator centered in the Snow Lake camp. Rockcliff is a major  junior landholder in the Flin Flon-Snow Lake greenstone belt which is  the largest Paleoproterozoic Volcanogenic Massive Sulphide (VMS) district in the world hosting mines and deposits containing copper, zinc, gold and silver.  
Rockcliff’s Phase Two drill results intersected high-grade mineralization including:

  • RBUR 015: yielded 8.5% ZnEq across 4.62 metres including 12.20% ZnEq
    across 2.84 metres

  • RBUR 016: yielded 17.95% ZnEq across 5.70 metres including 24.51% ZnEq
    across 3.83 metres

  • RBUR 021: yielded 20.09% ZnEq across 2.66 metres including 37.13% ZnEq
    across 1.28 metres

  • RBUR 022: yielded 15.03% ZnEq across 4.42 metres including 33.98% ZnEq
    across 1.65 metres

  • RBUR 027: yielded 14.98% ZnEq across 1.71 metres including 20.74% ZnEq
    across 1.19 metres

Rockcliff’s President and CEO Ken Lapierre commented: “Our drilling confirmed significant extensions south of and above the high-grade historical Bur Zinc Deposit.  The deposit is one of the highest-grade undeveloped zinc-copper rich VMS deposits in the belt and is open along strike and at depth.  The Bur property is located within the known 8,000 metre long Bur VMS Horizon. Continuing to expand the existing limits of the deposit as well as defining new areas of mineralization within this favorable horizon will be the focus of our future exploration programs at Bur.”

Significant assays from Rockcliff’s  Phase Two drill program are tabled below.

(m) = metres represents down the hole thickness as true thicknesses are not currently known, % = percentage, g/t = grams per tonne, *ZnEq = zinc equivalent value used US$1.20/pound zinc, US$3.00/pound copper, US$1.00/pound lead, US1400/ troy ounce gold and US$20 /per ounce silver, 100% metal recoveries were applied, Zinc Equivalent calculation is: ZnEq = Zn grade + (Cu grade%/100*2204.6 x Cu price) + (Pb grade%/100*2204.6 x Pb price) + (Au grade/32.15/1000 x Au price) + (Ag grade/32.15/1000 x Ag price)/Zn price/20. The numbers may not add up due to rounding. Holes numbered RBUR011, 013, 017 did not return significant values.

(m) = metres represents down the hole thickness as true thicknesses are not currently known, % = percentage, g/t = grams per tonne, *ZnEq = zinc equivalent value used US$1.20/pound zinc, US$3.00/pound copper, US$1.00/pound lead, US1400/ troy ounce gold and US$20 /per ounce silver, 100% metal recoveries were applied, Zinc Equivalent calculation is: ZnEq = Zn grade + (Cu grade%/100*2204.6 x Cu price) + (Pb grade%/100*2204.6 x Pb price) + (Au grade/32.15/1000 x Au price) + (Ag grade/32.15/1000 x Ag price)/Zn price/20. The numbers may not add up due to rounding. Holes numbered RBUR011, 013, 017 did not return significant values.

Additional drill hole information from Rockcliff’s Phase Two drill program is highlighted below:

Chart 2.JPG

A report was prepared on the Bur Zinc Property in 2007. Rockcliff is treating the estimate of mineral resources on the Bur Deposit Report as an “historical estimate” under NI 43-101 and not as a current mineral resource.
 
Historical Resource, Bur Zinc Deposit, Snow Lake, Manitoba:
               
Resource             Tonnes                 Zn (%)    Cu (%)     Ag (g/t)   Au (g/t)
Indicated              1,050,000          8.6          1.9           12.1         0.05
Inferred                   302,000          9.0          1.4            9.6           0.08
____________________________________________________________________________
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 “Bur Deposit Report”). The report was prepared for Hudbay by 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. The 2007 NI 43-101 Bur Deposit Report  was prepared in compliance with resource definitions under NI 43-101 but must be considered only as historic resources as 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.
 
The Bur Zinc Deposit is a stratiform, distal, massive sulphide VMS 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 <0.3 metres up to 5 metres 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. Please refer to the Company’s news release dated September 26, 2016 for specific terms of the option agreement.

Quality Control and Quality Assurance

Samples of half core were packaged and shipped directly from Rockcliff’s field office to TSL Laboratories (TSL) in Saskatoon, Saskatchewan.  TSL is a Canadian assay laboratory and is accredited under ISO/IEC 17025.  Each bagged core sample was dried, crushed to 70% passing 10 mesh and a 250g pulp is pulverized to 95% passing 150 mesh for assaying.  A 0.5g cut is taken from each pulp for base metal analyses and leached in a multi acid (total) digestion and then analyzed for copper, lead, zinc and silver by atomic absorption.  Gold concentrations are determined by fire assay using a 30g charge followed by an atomic absorption finish.  Samples greater than the upper detection limit (3000 ppb) are reanalyzed using fire assay gravimetric using a 1 AT charge.  Rockcliff inserted certified blanks and standards in the sample stream to ensure lab integrity. Rockcliff has no relationship with TSL other than TSL being a service provider to the Company.

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 development and exploration company with approximately  $29.0M in its treasury, a fully functional +1000 tpd permitted leased processing and tailings facility as well as several advanced stage high-grade copper, zinc and gold dominant VMS deposits in the Snow Lake area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower copper project which it expects to be completed by Q4 of this year.  Rockcliff is a major junior landholder on the Snow Lake side of the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district  in the world.  The Company’s extensive portfolio of VMS and gold properties totals over 4,200 square kilometres and includes eight of the highest-grade undeveloped VMS deposits and 5 lode-gold properties held by Goldpath Resources Corp, Rockcliff’s wholly owned gold subsidiary, 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 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 a guarantee of future performance and actual results or developments may differ materially from those in the forward-looking statements.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.






Rockcliff Drilling Intersects High-Grade Gold Mineralization at Laguna

Kinross Continues with Option in 2019, Including Additional Drilling

Rockcliff Metals Corporation ("Rockcliff" or the "Company") (CSE: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce the completion of its phase one, 6-hole reconnaissance heli-support winter drill program at the Laguna Gold Property (“Laguna”) in Snow Lake, Manitoba.  Drilling along 2 kilometres of the favorable 6 kilometre long Laguna Gold Mine Trend, discovered new quartz veins, alteration zones  and quartz zones with visible gold and gold-bearing sulphides.  KG Exploration (Canada) Inc., an affiliate of Kinross Gold Corporation (TSX:K)(“Kinross”) who optioned Laguna in mid-2018 has elected to continue with the Laguna option.  Kinross will carry out a significant exploration program this year that will include a second round of drilling. Rockcliff’s wholly owned subsidiary, Goldpath Resources Corp., holds an option to earn a 100% working interest in Laguna and has optioned the property to Kinross.  Rockcliff acts as Operator of the exploration program at Laguna. Rockcliff is a major  junior landholder in the Flin Flon-Snow Lake greenstone belt which is  the largest Paleoproterozoic Volcanogenic Massive Sulphide (VMS) district in the world hosting mines and deposits containing copper, zinc, gold and silver.  

Rockcliff’s President & CEO, Ken Lapierre, stated: “We are pleased to have completed the first drill program at Laguna since 1944.  Kinross accelerated its $1.25M, 2 year work commitment by completing the commitment in the first 6 months of the option. With the success of the exploration and drilling, we are happy to report that Kinross will continue to advance the Laguna and the Lucky Jack properties with an additional minimum $1.0M exploration program beginning in May of 2019.”
 
Significant highlights of the phase one reconnaissance drill program are highlighted below:

*Holes LG18-001 and LG018-005 did not intersect any significant gold values.

*Holes LG18-001 and LG018-005 did not intersect any significant gold values.

Drill hole Information from the phase one drill program is outlined below:

Chart 2.JPG
Figure 1: Laguna Phase One Drill Hole Location Plan Map

Figure 1: Laguna Phase One Drill Hole Location Plan Map

Laguna Phase One Drill Program

The drill program confirmed that known gold bearing quartz zones exposed at surface continue along strike and at depth (please see Figure 1 above). Six widely spaced drill holes totaling 2,552 metres were completed across a strike length of approximately 2,000 metres.  Two holes (LG18-002, LG18-003) tested the continuity of the Laguna vein at depth beneath the historic underground Rex-Laguna gold mine. Two holes (LG18-001, LG18-004) tested recently discovered surface quartz veins approximately 550 metres south of the Laguna vein. The last two holes (LG18-005, LG18-006) tested below the Moosehorn quartz vein approximately 2,000 metres south of the Rex-Laguna gold mine.

Holes 1 and 4:    Located approximately 550 metres south of the historic Rex-Laguna Gold Mine, drilling intersected multiple quartz and quartz-carbonate veining that yielded gold assays ranging from anomalous to 1.5 gpt gold across 1.0 metre.

Holes 2 and 3:    Located at the north end of the Laguna vein and testing below the historic Rex-Laguna gold mine at 100 metre spacing, both holes intersected the down dip continuation of the Laguna vein yielding 1.0 gpt gold across 6.0 metres including 4.2 gpt gold across 1.0 metre and 9.6 gpt gold across 1.6 metres including 18.8 gpt gold across 0.5 metres.  Both holes also discovered additional gold bearing quartz zones above and below the Laguna vein, several showing visible gold and yielding from trace to 0.3 gpt gold across 9.7 metres.  A thick anomalous gold bearing diorite (also newly discovered) averaged 0.5 gpt gold across 15.0 metres including 2.1 gpt gold across 1.3 metres and 2.0 gpt gold across 1.0 metre.         

Holes 5 and 6:  Located 2,000 metres south of the of the historic Rex-Laguna gold mine and below the high grade historical Moosehorn vein, both holes intersected multiple quartz and quartz carbonate zones. Assays included 2.5 gpt gold across 0.6 metres, 1.5 gpt gold across 0.5 metres and 1.4 gpt gold across 0.5 metres. 

Laguna Gold Property

Laguna  hosts the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade former gold mine located within the Flin Flon-Snow Lake greenstone belt. Intermittent gold mining, between 1916 and 1939 produced over 60,000 ounces of gold grading 18.7 gpt. Laguna 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 Laguna 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, quartz zones and locally in wallrock consists of pyrite, arsenopyrite, chalcopyrite, sphalerite, galena, pyrrhotite and native gold.

Laboratory QA/QC

Core from the drill program was heli-lifted directly to Rockcliff's core logging facility in Snow Lake where it was logged and sampled.  Split core samples were shipped directly from Rockcliff’s field office to the ALS Global Geochemistry Lab in Thunder Bay, ON. ALS Global is an International 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 200 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 inductively coupled plasma, with atomic emission spectroscopy finish. 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.

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

The main terms of the DOA, dated July 25, 2018, provide Kinross with the right to earn a 70% interest in both properties by spending a minimum of C$5.5 million in exploration expenditures over six years. Kinross is committed in the first and second year to aggregate minimum expenditures totalling $1,250,000 which was completed in the first 6 months of the DOA. 

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource development and exploration company with approximately  $30.0M in its treasury, a fully functional +1000 tpd permitted leased processing and tailings facility as well as several advanced stage high-grade copper and zinc dominant VMS deposits in the Snow Lake area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower copper project which it expects to be completed by Q4 of this year.  Rockcliff is a major junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district  in the world hosting mines and deposits containing copper, zinc, gold and silver.  The Company’s extensive portfolio of properties totals over 4,200 square kilometres and includes eight of the highest-grade undeveloped VMS deposits and 5 lode-gold properties held by Goldpath Resources Corp., Rockcliff’s wholly-owned subsidiary, 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 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 a guarantee of future performance and actual results or developments may differ materially from those in the forward-looking statements.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.


Rockcliff Metals Closes Asset Acquisition and Funding Totaling $28.7 Million to Become a Leading Manitoba Based Development and Exploration Company

Rockcliff Metals Corporation ("Rockcliff" or the "Company") (CSE: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that, further to its press release of February 22, 2019 (the "Transaction Press Release") announcing 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"), the Transaction has closed. The Company was listed and posted for trading on the Canadian Securities Exchange ("CSE") effective May 7, 2019 but was immediately halted from trading pending closing of its financings. The common shares of Rockcliff will commence trading on the CSE on May 8, 2019 under the symbol "RCLF" and CUSIP number 77289R209.

Change of Directors

Effective May 8, 2019, Mark Sawyer, Mike Romaniuk and Petra Decher were appointed directors of the Company to fill the vacancies created by the resignations of Bruce Durham, Ed King, Neil McMillan and William Johnstone as directors of the Company. Ken Lapierre and Don Christie remain directors of the Company. Ken Lapierre remains President and CEO, Aamer Siddiqui remains Interim CFO and William Johnstone remains Corporate Secretary of Rockcliff. For further information relating to the new directors of the Company and the effect of the Transaction on Rockcliff, reference is made to the Listing Statement of the Company, filed on the SEDAR profile for the Company at www.sedar.com and filed on the Company's profile on the CSE (the "Rockcliff Listing Statement").

Ken Lapierre, President & CEO of Rockcliff commented; "This transformational transaction is finally complete and we can now position Rockcliff as a leading base metals developer and explorer in one of the most established mining jurisdictions in the world. Rockcliff is now very well funded as a result of a cornerstone investment from Greenstone and has secured two advanced stage copper assets and a leased processing facility from Norvista. Our 100% owned Tower copper project is anticipated to be fully permitted by Q4 of this year which will allow us to make a construction decision as early as Q1 of 2020. Over the next two years we will implement one of the largest copper-zinc focused exploration programs undertaken anywhere in the world by a junior resource company. It will include almost 100,000 metres of drilling and will provide substantial news flow to the market. This drill program gives us the potential to significantly increase our existing resources as we search for the next big discovery in this world class mining belt. We thank our shareholders for their overwhelming support and patience during this long and detailed process. We look forward to unlocking the full value of our high-grade Manitoba assets and transitioning Rockcliff into the next major base metal producer in the Flin Flon-Snow Lake greenstone belt."

The Financings

On May 7, 2019, Rockcliff closed the flow-through equity financing of $19,862,600 (the "FT Financing") consisting of 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 Greenstone Subscription Receipts (referred to in the April 1, 2019 press release) were converted into 49,819,167 common shares and the sum of $7,472,875 was released from escrow to Rockcliff. The AF Subscription Receipts (defined below) were converted into 2,402,665 common shares and the sum of $360,400 was released from escrow to Rockcliff. In addition, the FT Subscription Receipts (defined below) were converted into 5,000,000 common shares of Rockcliff the qualify as flow-through shares for purposes of the Tax Act and the sum of $1,000,000 was released from escrow to Rockcliff. Rockcliff raised an aggregate of $20,862,600 in flow-through funding and $7,833,275 in hard dollar funding for a total of $28,695,875.

On May 2, 2019, Rockcliff closed the Additional Financing (referred to in the March 27, 2019 press release) with the placement of 2,402,665 subscription receipts (the "AF Subscription Receipts") priced at $0.15 per AF Subscription Receipt for gross proceeds of $360,400 and the placement of 5,000,000 flow-through subscription receipts (the "FT Share Subscription Receipts") that qualify as flow‑through shares for the purpose of the Tax Act priced at $0.20 per FT Share Subscription Receipt for gross proceeds of $1,000,000 for total gross proceeds of $1,360,400 (the "Subscription Receipts Financing"). The funds received from the Subscription Receipts Financing were held in escrow until all conditions to the release of the funds were satisfied on May 8, 2019.

Eligible finders will be paid cash fees of $81,795 and were issued 350,000 FT Broker Warrants and 78,633 AF Broker Warrants. Each FT Broker Warrant entitles the holder to acquire one (1) common share at a price of $0.20 until May 2, 2021 and each AF Broker Warrant entitles the holder to acquire one (1) common share at a price of $0.15 until May 2, 2021.

The Asset Acquisition

On May 3, 2019, Rockcliff closed the Asset Acquisition (as referred to in the Transaction Press Release) and acquired 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"), in consideration for the issuance of 66,290,000 common shares of Rockcliff. In addition, pursuant to the agreement with Akuna Minerals Inc., Rockcliff acquired 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, in consideration for the issuance of 22,096,667 common shares of Rockcliff. For further particulars relating to the Asset Acquisition, reference is made to the Rockcliff Listing Statement.

Escrow and Resale Restrictions

The 88,386,667 common shares issued for the Asset Acquisition, the 82,760,833 common shares acquired by Greenstone pursuant to the Greenstone Commitment (as defined in the Transaction Press Release) along with the 49,819,167 common shares issued to Greenstone on the conversion of the Greenstone Subscription Receipts are subject to escrow in accordance with the terms of National Policy 46-201 - Escrow for Initial Public Offerings, to be released over a three (3) year period on the basis that Rockcliff is deemed to be an emerging issuer as defined therein. Norvista and its affiliates hold 27.4% of the issued and outstanding capital of Rockcliff following the completion of the Transaction. Current issued and outstanding capital of Rockcliff is 307,355,855 common shares.

Securities issued pursuant to the FT Financing are subject to a hold period expiring on September 8, 2019. Securities issued pursuant to the Asset Acquisition are subject to a hold period expiring on September 4, 2019 (and also subject to escrow as referred to above). Securities Issued pursuant to the Subscription Receipts Financing are subject to a hold period expiring on September 3, 2019.

Early Warning Report

In connection with the Transaction, Greenstone acquired a total of 132,580,000 common shares of Rockcliff (pursuant to the Greenstone Commitment and the conversion of the Greenstone Subscription Receipts), representing approximately 43.1% of the current issued and outstanding common shares of the Company for the aggregate value of US$15 million.

Greenstone acquired the common shares of Rockcliff as part of the Transaction and for investment purposes. Depending on market and other conditions, Greenstone may from time to time in the future increase or decrease its ownership, control or direction over Rockcliff securities as circumstances warrant. For the purposes of this notice, the Head Office of Greenstone is East Wing, Trafalgar Court Les Banques, St Peter Port, Guernsey.

In satisfaction of the requirements of 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, an Early Warning Report in respect of acquisition of common shares of Rockcliff by Greenstone will be filed under the Company's SEDAR Profile at www.sedar.com.

About Rockcliff Metals Corporation

Rockcliff is a well-funded Canadian resource development and exploration company with approximately $29.0M in its treasury, a fully functional +1000 tpd permitted leased processing and tailings facility as well as several advanced stage high-grade copper and zinc dominant VMS deposits in the Snow Lake area of Manitoba, Canada. The Company is continuing the permitting process for its 100% owned Tower copper project which it expects to be completed by Q4 of this year. Rockcliff is a major junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district in the world hosting mines and deposits containing copper, zinc, gold and silver. The Company's extensive portfolio of properties totals over 4,200 square kilometres and 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.

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.

The CSE has neither approved nor disapproved the contents of this press release. The CSE does not accept responsibility for the adequacy or accuracy of this 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.


Rockcliff Metals Voluntarily Delists From TSXV

Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) wishes to announce that, effective as of the close of the market on Tuesday, April 30, 2019, the Company will be voluntarily delisted from the TSX Venture Exchange ("TSXV"). At the Annual and Special Meeting of Shareholders held on April 22, 2019 (the "Meeting"), both the majority of shareholders voting at the Meeting and the majority of the minority shareholders voting at the Meeting approved the resolution to authorize the Company to voluntarily delist its securities from the TSXV by a margin of in excess of 99.9%. All other matters presented to shareholders at the Meeting were approved by a margin of at least 99.8%.

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 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 a guarantee of future performance and actual results or developments may differ materially from those in the forward-looking statements.

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 Metals Files Shareholder Meeting Materials on SEDAR and Closes Greenstone Subscription

Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that, further to its press release of February 22, 2019 (the "Transaction Press Release") announcing 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") and the press release of March 6, 2019, it has closed the Greenstone Subscription. Rockcliff also wishes to announce that the Management Information Circular dated March 18, 2019 (the "Circular") with respect to the Annual and Special Meeting of Shareholders to be held on April 22, 2019 (the "Meeting"), and all related materials, have been filed on the SEDAR profile for Rockcliff at www.sedar.com.

On March 29, 2019, Rockcliff closed the Greenstone Subscription and issued 49,819,167 Subscription Receipts to Greenstone in accordance with the provisions of the Subscription Agreement signed with Greenstone (the "Closing"). Greenstone had wire-transferred the sum of US$15,000,000 (the "Escrow Proceeds") to Gardiner Roberts LLP in trust on March 13, 2019 to be held in escrow by Gardiner Roberts LLP as Escrow Agent in accordance with the terms of the Subscription Agreement and an Escrow Agreement signed in respect of the Escrow Proceeds. As a result of the Closing, the Escrow Proceeds are now being held for Greenstone as to US$9,363,498 for the Greenstone Commitment (as referred to in the Transaction Press Release) and held as to US$5,636,502 in escrow pursuant to the terms of the Subscription Receipts to be released upon receipt of Rockcliff Shareholder approval to the Transaction being sought at the Meeting, the closing of the Asset Acquisition (as described in the Circular) and regulatory approval to listing the Rockcliff Shares issued pursuant to the Transaction on the Canadian Securities Exchange (the "Conditions"). Securities issued pursuant to the Greenstone Subscription are subject to a statutory four month and one day hold period from the Closing. The common shares of Rockcliff to be acquired by Greenstone upon conversion of the Subscription Receipts to common shares following the satisfaction of the Conditions will be subject to escrow pursuant to the provisions of National Policy 46-201 as further described in the Circular.

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 release, including the release of funds pursuant to the Subscription Receipts financing, 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.

Investors are cautioned that, except as disclosed in the 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.

The CSE has neither approved nor disapproved the contents of this press release. The CSE does not accept responsibility for the adequacy or accuracy of this release.


Rockcliff Metals Receives Conditional Approval to List on the CSE and Extends Closing Date of Additional Financing and Existing Shareholder Offering

Rockcliff Metals Corporation (“Rockcliff”) (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that, further to its press release of February 22, 2019 (the "Transaction Press Release") announcing 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") and the press release of March 6, 2019, it will be extending the closing date of the Additional Financing referred to below.

Rockcliff is also pleased to announce that it has received conditional approval to list its common shares on the Canadian Securities Exchange ("CSE") subject to shareholder approval to and closing of the Transaction along with the satisfaction of standard administrative requirements for listing. A trading date for Rockcliff will be determined upon satisfaction of the conditions to listing from the CSE, approval of the voluntary delisting of Rockcliff from the TSX Venture Exchange ("TSXV") by Rockcliff's shareholders at the Annual and Special Meeting scheduled for April 22, 2019 (the "Meeting") and the approval of the TSXV.

Additional Financing

As originally announced on February 22, 2019, Rockcliff intends to complete a 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 up to 10,676,667 subscription receipts (the "AF Subscription Receipts") priced at $0.15 per AF Subscription Receipt to raise up to $1,601,500 and up to 5,000,000 flow-through subscription receipts (the "FT Share Subscription Receipts") that qualify as flow‑through shares for the purpose of the Income Tax Act (Canada) priced at $0.20 per FT Share Subscription Receipt to raise up to a $1,000,000 for an aggregate of up to $2,601,500. Rockcliff has agreed to pay Red Cloud Klondike Strike Inc. a finder's fee in connection with the Additional Financing of (i) cash equal to 7% of the aggregate gross proceeds from the sale of AF Subscription Receipts or FT Share Subscription Receipts, as applicable, and such number of compensation options (the "Compensation Options") that is equal to 7% of the number of AF Subscription Receipts or FT Share Subscription Receipts sold, as applicable, with each Compensation Option entitling the holder thereof to acquire one Common Share, exercisable at $0.15 for a period of 24 months following the closing of the Additional Financing in respect of the sale of AF Subscription Receipts or exercisable at $0.20 for a period of 24 months following the closing of the Additional Financing in respect of the sale of FT Share Subscription Receipts.

The offering of the AF Subscription Receipts and the FT Share Subscription Receipts (each a "Subscription Receipt" and collectively the "Subscription Receipts Financing") is anticipated to close on or before April 15, 2019. The funds received from the Subscription Receipts Financing will be held in escrow pending completion of the Transaction. Release of the funds to be held in escrow pursuant to the Subscription Receipts Financing will be conditional upon receipt of Rockcliff Shareholder approval to the Transaction, the closing of the Asset Acquisition (as referred to in the Transaction Press Release) and regulatory approval to listing the Rockcliff Shares issued pursuant to the Transaction (the "Conditions"). Upon satisfaction of the Conditions, each Subscription Receipt will, for no additional consideration, be automatically converted into one common share of Rockcliff. Securities issued pursuant to the Additional Financing will be subject to a statutory four month and one day hold period from the closing of the Subscription Receipts Financing.

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 AF Subscription Receipts priced at $0.15 per Subscription Receipt. The Existing Shareholder Offering will be open until April 15, 2019. 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 AF Subscription Receipt. Upon satisfaction of the Conditions, each AF Subscription Receipt will, for no additional consideration, be automatically converted 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 April 9, 2019 so that subscription agreements can be signed and funds can be received by Rockcliff by no later than April 11, 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 April 15, 2019.

In the event that there is an over-subscription for Subscription Receipts as at April 11, 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 release, including the release of funds pursuant to the Subscription Receipts Financing, 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.

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 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.