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Rockcliff Closes FT Unit and WC Unit Offerings


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© Marketwire 2013
2013-01-02 21:08:50 -

TORONTO, ONTARIO -- (Marketwire) -- 01/02/13 -- Rockcliff Resources Inc. ("Rockcliff" or the "Company") (TSX VENTURE:RCR)(Tier 1) is pleased to announce that the Company has closed its non-brokered private placement for proceeds of $718,000. The Company placed 10,560,000 flow-through units (each an "FT Unit") for gross proceeds of $528,000 and 3,800,000 working capital units (each a "WC Unit") for gross proceeds of $190,000. Rockcliff paid finders fees of $37,695 and issued 753,900 Compensation Options in respect of the sale of FT Units and WC Units. Each Compensation Option entitles the holder to purchase a further common share of the Company at $0.10 for eighteen (18) months from Closing.



Rockcliff would like to recognize All Group Financial Services, a growing IIROC member firm, for their participation with this capital raise. For their efforts, All Group Financial will be compensated $28,240 in cash commission and 568,400 broker warrants exercisable at $0.10 for a period of 18 months from date of closing.


The majority of the exploration capital will be allocated to the Company's Snow Lake Project where diamond drilling programs are planned at the Tower Property and Dickstone Property in Manitoba.


Each FT Unit consists of one flow-through common share of the Company and one-half (1/2) non flow-through share purchase warrant (a "Warrant"). Each full Warrant entitles the holder to acquire an additional common share at $0.10 for a period of eighteen (18) months from Closing. Each WC Unit consists of one common share of the Company and one (1) share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire an additional common share at $0.10 for a period of eighteen (18) months from Closing.


Insiders of the Company acquired $37,500 of FT Units and $5,000 of Units pursuant to this closing. 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 to be issued to the insiders does not exceed 25% of its market capitalization.


Securities issued under this private placement are subject to hold periods ending on or after April 28, 2013.


Rockcliff Resources Inc.


Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and advancement of its high-quality mineral properties at its Snow Lake Project. Rockcliff presently controls the Snow Lake Project totalling in excess of 500 km2. The project includes two VMS copper rich NI 43-101 Resources (Rail and T-1 Copper Deposit), one former copper rich VMS mine (Dickstone), one historic VMS copper deposit (Lon) and the T-2 Copper Zone (Tower). Rockcliff also controls a zinc-silver rich NI 43-101 Resource (Shihan) and a precious metal property including one former gold mine (Century Mine).


For more information please visit our website at www.rockcliffresources.com.


Forward Looking Statement:


Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Rockcliff undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such 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.


Contacts:

Rockcliff Resources Inc.

Ken Lapierre, P.Geo.

President & CEO

(416) 863-9800 or (647) 678-3879
klapierre@rockcliffresources.com :

www.rockcliffresources.com


Cor Capital Inc

Garett Prins

President

(647) 500-8223 direct

(877) 308-8223
garett@corcapital.ca :



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