2016

Rockcliff Closes $2 Million Non-Brokered Private Placement

Toronto, ON August 17, 2016 – Rockcliff Copper Corporation (“Rockcliff” or the “Company”) (TSX.V: RCU) today announced that the Company has closed its non-brokered  Offering announced in its press release of August 11, 2016.  The Company placed 28,571,428 units at a price of $0.07 per unit for gross proceeds of $2,000,000 (the “Offering”).

Rockcliff’s President & CEO Ken Lapierre commented, “We are pleased that the oversubscribed financing is now complete and significant funds are available to ramp-up exploration on the two principal properties in our Snow Lake Project, the Talbot and Rail deposits.  Both properties have significant resources in copper, gold, zinc and silver that are adjacent to high priority undrilled geophysical targets waiting for discovery.  We plan to advance these high grade resources and determine the significance of the adjacent geophysical targets through a significant drill program set to begin in September 2016.”

Each unit priced at $0.07 consisted of one (1) common share and one-half of a common share purchase warrant. Each full warrant entitles the holder to purchase one common share at a price of $0.10 for two years from closing. 

Eligible finders were paid cash fees of $54,956 and 785,086 broker warrants. Each broker warrant entitles the holder to acquire one common share of Rockcliff at $0.07 for a period of two years from closing. 

All securities issued pursuant to the above referenced private placement are subject to a four month hold period expiring on December 17, 2016.

Norvista Capital Corporation (“Norvista Capital”) subscribed for 7,142,857 units for proceeds of $500,000 and Norvista Capital 1 Limited Partnership (“Norvista LP”) subscribed for 7,142,857 units for proceeds of $500,000. Four (4) of the six (6) directors of Rockcliff are also directors and/or officers of Norvista Capital or Norvista LP. Norvista Capital and Norvista LP do not currently hold any common shares of Rockcliff. The private placements by Norvista Capital and Norvista LP have been approved by the disinterested directors of Rockcliff.

Insiders of the Company subscribed for 910,000 units of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insiders did not exceed 25% of its market capitalization.

 

About Rockcliff Copper Corporation

Rockcliff is a Canadian resource exploration company focused on discovery and resource expansion of its high-quality mineral properties at its Snow Lake Project (the “Project”) in central Manitoba, totalling in excess of 35,000 hectares. The Project includes two high grade VMS copper rich NI 43-101 Resources (the Talbot Deposit and the Rail Deposit), one high grade historic VMS copper resource (the Lon Deposit), a net smelter return royalty on the Tower Property which hosts the high grade T-1 Copper Deposit, numerous properties with untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North and Tramping).  Rockcliff also owns a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario and a royalty on two gold properties in Colombia, South America. 

Rockcliff is well funded with approximately $3.5M in its treasury and no debt.

For further information, please contact:

Rockcliff Copper Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
klapierre@rockcliffcoppercorp.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. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, exploration results, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by law.

 

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 Increases Non-Brokered Private Placement

Toronto, ON August 11, 2016 – Rockcliff Copper Corporation (“Rockcliff“ or the “Company”) (TSX.V: RCU) today announced that the Company’s Offering for gross proceeds of $1,750,000 announced in its press release issued July 22, 2016 is over-subscribed and the Company is increasing the Offering to 28,571,429 units at a price of $0.07 per unit for gross proceeds of up to $2,000,000 (the “Offering”).  The Offering is expected to close early next week.

About Rockcliff Copper Corporation
Rockcliff is a Canadian resource exploration company focused on discovery and resource expansion of its high-quality mineral properties at its Snow Lake Project in central Manitoba, totalling in excess of 35,000 hectares. The Project includes two (2) high grade VMS copper-gold rich 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 high grade T-1 Copper Deposit, numerous properties with untested geophysical anomalies and several additional properties with VMS potential (Freebeth, Dickstone North and Tramping).  Rockcliff also owns a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario and a royalty on two gold properties in Colombia, South America. 

Rockcliff is well funded with approximately $1.5M currently in its treasury and no debt.

For further information, please contact:

Rockcliff Copper Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
klapierre@rockcliffcoppercorp.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. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, exploration results, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Rockcliff Announces $1.75 Million Non-Brokered Private Placement

FOR IMMEDIATE RELEASE

 

Rockcliff Announces $1.75 Million

Non-Brokered Private Placement

Toronto, ON July 22, 2016 – Rockcliff Copper Corporation (“Rockcliff“ or the “Company”) (TSX.V: RCU) today announced that the Company is offering up to 25,000,000 units of the Company at a price of $0.07 per unit for up to $1,750,000 (the “Offering”).

The proceeds from the Offering will be used to fund a significant drill program at the Company’s two principal properties, the Talbot Property and the Rail Property.

Each unit is priced at $0.07 and consists of one (1) common share and one-half of a common share purchase warrant. Each full warrant entitles the holder to purchase one common share at a price of $0.10 for two years from closing. 

Eligible finders may receive up to 8% of the value of proceeds of the sale of units in cash and up to 8% of the number of Units sold in the form of broker warrants. Each broker warrant entitles the holder to acquire one common share of Rockcliff at $0.07 for a period of two years from closing. 

All securities issued pursuant to the above referenced private placement are subject to a statutory four month hold period. The Offering is subject to regulatory approval.

Insiders of the Company may subscribed for up to 1,500,000 units of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insiders did not exceed 25% of its market capitalization.

 

About Rockcliff Copper Corporation
Rockcliff is a Canadian resource exploration company focused on discovery and resource expansion of its high-quality mineral properties at its Snow Lake Project in central Manitoba, totalling in excess of 35,000 hectares. The Project includes two (2) VMS high grade copper rich 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, Dickstone North and Tramping).  Rockcliff also owns a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario and a royalty on two gold properties in Colombia, South America. 

 

Rockcliff is well funded with approximately $1.5M currently in its treasury and no debt.

 

For further information, please contact:

Rockcliff Copper Corporation
Ken Lapierre, P.Geo
President & CEO
Cell: (647) 678-3879
klapierre@rockcliffcoppercorp.com  

CHF Investor Relations
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. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, exploration results, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by law.

 

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 Copper Corporation Retains CHF Capital Markets

 

 Toronto, Ontario, March 29, 2016 – Rockcliff Copper Corporation (TSX.V: RCU) (“Rockcliff” or the “Company“) is a Canadian resource exploration company focused on discovery and resource growth of its high-quality mineral properties at the Snow Lake Project. Today, the Company announced it has engaged CHF Capital Markets, (“CHF”) a highly regarded Canadian firm headquartered in Toronto, as its investor relations partner. 

Mr. Ken Lapierre, President & CEO of Rockcliff Copper Corporation, commented, “We are excited to retain CHF, as they have superior knowledge of the mining industry, as well as many decades of capital markets experience. This will be a true value-added partnership for Rockcliff.” 

Effective immediately, the services agreement for certain capital markets and market-making activities is for a term of 12 months to March 31, 2017, subject to two months termination notice. Under the terms of the agreement, which is subject to approval of the TSX Venture Exchange (“TSXV”), CHF will receive $4,200 per month in fees. CHF has been granted 100,000 options exercisable at $0.10 per share valid for a term of five (5) years and subject to vesting as required by the TSXV. Upon termination of the services agreement, any unexercised options will be cancelled after 30 days, as required by the TSXV. 

The market-making activity will be conducted using a registered broker in compliance with IIROC's Universal Market Integrity Rules & Policies (2010) and other relevant policies, so that trading orders in Rockcliff’s shares are made to manage share price volatility and imbalances of orders to improve trading liquidity on the exchange. The Company and CHF confirm that capital for the purposes of market-making has not and will not be provided from the Company's treasury. Prior to the grant of options outlined above, CHF had no direct or indirect interest in the Company or its securities. 

About CHF Capital Markets 

CHF's effective role is to act as the public company’s outsourced, low-cost equivalent to an internal investor relations department. CHF serves an international portfolio of TSX/TSX Venture and CSE listed companies, and others that may seek to list on North American Exchanges that operate in a broad range of industries including mining exploration and producers, oil & gas, renewable energy and industrial services, biotech, high-tech, business solutions and products. The depth of capital market experience at CHF is formidable dating back to the late 1970s. 

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 S:\106\106279-RCCSecurities\Press Release\20160329 Rockcliff_RetainsCHF.docx 

 

additional properties with VMS potential (Freebeth, optioned to HudBay Minerals Inc., Dickstone North and Tramping). Additional interests are in a net smelter return royalty on 2 Colombia gold properties and a 100% interest in a zinc-silver rich NI 43-101 Resource (the Shihan Deposit) in Ontario. 

Rockcliff is well funded with approximately $1.8M and has no debt. 

Issued on behalf of the Board of Directors of Rockcliff Copper Corporation “Ken Lapierre” 

For further information, please contact: 

Rockcliff Copper Corporation 

Ken Lapierre, P.Geo President & CEO 

T: +1 416-644-1752 M: 647-678-3879 

E: klapierre@rockcliffcoppercorp.com 

CHF Capital Markets 

Cathy Hume, CEO 

T: +1 416-868-1079 x231 

E: cathy@chfir.com 

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.