NEWS RELEASE FOR IMMEDIATE RELEASE
March 7, 2016 Trading Symbol RCU: TSXV
Rockcliff Announces Disposition of Colombian Assets and Cancellation of Shares
Toronto, Ontario. Rockcliff Copper Corporation (“Rockcliff” or the “Company”) (TSX.V: RCU) is pleased to announce that it has entered into a definitive share purchase agreement with a former insider of the Company pursuant to which Rockcliff intends to complete a sale (the “Disposition”) of its 100% interest in both the Caramanta and Guadalupe gold properties (the “Properties”) located in Colombia, South America. In consideration for the Disposition, the Company will receive a 2% net smelter return royalty on all current titles and applications associated with each of the Properties and 5,000,000 Rockcliff common shares which will be immediately cancelled. On closing of the Disposition, the number of Rockcliff common shares that will be issued and outstanding will be 103,201,018. Pursuant to the terms of the share purchase agreement, certain shareholders of the Company are subject to contractual lock-ups with Rockcliff that prevent the sale, transfer or disposal of or dealing with any common shares (or securities convertible or exchangeable into common shares) of Rockcliff for a period of 270 days following closing of the Disposition. In connection with the Disposition, the Company engaged a valuator to provide a fairness opinion in respect of the Properties and the transaction. The fairness opinion concluded that the transaction was fair from a financial point of view to Rockcliff’s shareholders. The Company expects the Disposition to close within the next week.
Ken Lapierre, Rockcliff’s President and CEO stated “the challenging political and economic environment, the inability of the Government to issue basic drill permits, IAMGOLD dropping its option, the high on-going carrying costs and the fact the Colombia properties were no longer material to the Company were the significant reasons for the sale. Additionally, the cancellation of 5.0M shares and receiving a 2% net smelter return royalty on any future gold production were important considerations. Following the Disposition, Rockcliff intends to focus exclusively on advancing its Snow Lake Project which hosts some of the highest grade undeveloped copper-gold deposits within the world class Flin Flon-Snow Lake mining camp in central Manitoba, Canada.”
About Rockcliff Copper Corporation
Rockcliff Copper Corporation is a Canadian resource exploration company focused on discovery and resource expansion on its high-quality mineral properties at its Snow Lake Project. On October 14, 2015, Rockcliff Copper Corporation changed its name from Solvista Gold Corporation (Solvista on June 18, 2015, merged with Canadian explorer Rockcliff Resources Inc.). Rockcliff Copper Corporation controls the Snow Lake Project in central Manitoba, totalling in excess of 35,000 hectares. The project includes two (2) VMS high grade copper rich National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) Resources (the Talbot Deposit and the Rail Deposit), one (1) historic high grade VMS copper deposit (the Lon Deposit), a net smelter return royalty on the Tower Property which hosts the T-1 Copper Deposit, numerous properties with untested geophysical anomalies and several additional properties with VMS potential ((Freebeth (optioned to HudBay Minerals Inc.), Dickstone North and Tramping)). Rockcliff also owns a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario.
Rockcliff is well funded with approximately $2.0M and has no debt.
For further information, please contact:
Rockcliff Copper Corporation
Ken Lapierre, P.Geo
President & CEO
Office 416 644 1752
Mobile 647 678-3879
Cautionary Note Regarding Forward-Looking Statements: This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe Rockcliff’s future plans, objectives or goals, including words to the effect that Rockcliff or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to Rockcliff, Rockcliff provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, statements related to closing of the Disposition, Rockcliff’s objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in Rockcliff’s public documents filed on SEDAR. Although Rockcliff has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in the forward-looking information, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. There can be no assurance that forward-looking information will prove to be accurate. The forward-looking information contained herein is presented for the purposes of assisting investors in understanding Rockcliff’s plans, objectives, and goals and may not be appropriate for other purposes. 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 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.