/NOT FOR DISTRIBUTION IN THE U.S. OR DISSEMINATION THROUGH U.S. NEWSWIRE SERVICES/
Toronto, ON – December 30, 2022 – Rockcliff Metals Corporation (“Rockcliff” or the “Company”) (CSE: RCLF) (OTCQB: RKCLF) is pleased to announce that it has closed the second and final tranche (the “Second Tranche”) of its previously announced (November 24, 2022) non-brokered private placement (the “Offering”) of the sale of flow-through units of the Company (the "FT Units") at a price of C$0.025 per FT Unit and working capital units of the Company (the “WC Units”, and together with the FT Units, the “Units”) at a price of C$0.025, in any combination. The Second Tranche consisted of the sale of 3,100,000 WC Units and 11,000,000 FT units for gross aggregate proceeds of C$352,500. Further to the news release of the Company dated November 24, 2022, the first tranche of the financing consisted of the sale of 40,000,000 WC Units and 12,000,000 FT Units for gross aggregate proceeds of C$1,300,000 (the “First Tranche”).
Ken Lapierre, interim President and CEO commented, “we are pleased to have completed this financing with the support of our largest shareholder, Greenstone Resources, shareholders and new investors. The funds will be used for general G&A expenses including a new marketing strategy and our Winter Drill Program at our Snow Lake Project in Manitoba. The drill program will focus on several properties where untested geophysical targets remain to be explained and have excellent potential for a copper discovery centered in a world class VMS mining camp.”
Each FT Unit will consist of one common share of the Company to be issued as a “flow-through share” (each, a “FT Share”) within the meaning of the Income Tax Act (Canada) (the “Tax Act”) and one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of C$0.05 for a period of 36 months following the closing date of the Offering.
Eligible finders received a cash fee of 7% of the value of Units sold and broker warrants (“Broker Warrants”) of 7% of the number of Units sold. Each Broker Warrant entitles the holder to acquire one common share of Rockcliff at C$0.05 for a period of 36 months from the closing date of the Offering. In connection with the closing of the Second Tranche, the Company paid to Red Cloud Securities Inc. an aggregate of C$8,750 in cash and 350,000 Broker Warrants, and granted to Sherbrooke Street Capital SSC Inc. 245,000 Broker Warrants.
The gross proceeds from the issue and sale of the FT Units will be used for the 2023 Winter Drill Program, as outlined in the Company’s November 24, 2022 press release. It is anticipated that the proceeds of the FT Units will be used for "Canadian Exploration Expenses" and will qualify as "flow-through mining expenditures" as those terms are defined in the Tax Act and will be renounced to the initial purchasers of the FT Units effective December 31, 2022.
The gross proceeds of the issued and sale of the WC Units will be for general, administrative and exploration purposes.
All securities issued and issuable in connection with the Offering will be subject to a hold period ending four months and one day from the date of closing the Offering, in accordance with applicable Canadian securities laws. Completion of the Offering is subject to the receipt of all required regulatory approvals, including the final receipt of the Canadian Securities Exchange.
The securities offered under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Rockcliff Metals Corporation
Rockcliff is a Canadian exploration and resource development Company with grass roots properties to PEA level, high-grade VMS copper-zinc dominant deposits in the Snow Lake area of central Manitoba. The Company is a major landholder in the Flin Flon-Snow Lake Greenstone Belt which hosts the largest Paleoproterozoic VMS district in the world, with high-grade mines and deposits containing copper, zinc, gold and silver. The extensive property portfolio includes six 100% owned high grade, undeveloped VMS deposits (Bur, Tower, Rail, Copperman, Lon, Morgan). Rockcliff’s (49% ownership) seventh high grade VMS deposit, the Talbot Copper Deposit, is a joint venture with Hudbay (51% ownership).
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For further information, please contact:
Rockcliff Metals Corporation
Interim President & CEO
Cell: (647) 678-3879
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.
This News Release includes certain “forward-looking statements” which are not comprised of historical facts. Forward looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company 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 the Company, the Company 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, the completion of the Offering, the use of proceeds from the Offering, the treatment of the FT Shares under the Tax Act, the Company’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, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.