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ROCKCLIFF ANNOUNCES CLOSING OF $2,630,500 FINANCING

January 3rd 2008
Rockcliff Resources Inc. - RCR

Rockcliff Resources Inc. (the “Company)(RCR: Tier 1 TSX-V) is pleased to announce that it has closed the first tranche of a non-brokered private placement offering announced on December 20, 2007. The Company issued 1,672,000 Flow-Through Units (the “FT Units”) and 540,500 Working Capital Units (the “WC Units”) for proceeds of $2,630,500. Each FT Unit was priced at $1.25 and is comprised of one (1) common share of the Company issued as a “flow-through share” (“Flow-Through Share”) within the meaning of the Income Tax Act (Canada) and onehalf (1/2) of a common share purchase warrant of the Company (a “Warrant”). Each full Warrant entitles the holder to acquire a common share of the Company at $1.50 until the earlier of 5:00 p.m. (Toronto time) (i) December 31, 2009; and (ii) in the event that the closing price of the common shares on the TSX Venture Exchange is at least $2.25 for 10 consecutive trading days, and the 10th trading day (the “Final Trading Day”) is at least four (4) months from December 31, 2007, the date which is 30 days from the Final Trading Day. Each WC Unit was priced at $1.00 and is comprised of one (1) Common Share and one (1) Warrant. The securities issued will be restricted from trading until May 1, 2008. The Company intends to leave the offering open until the earlier of the completion of an aggregate of $1,000,000 of WC Units and January 11, 2008.

The proceeds from the financing will be used for exploration on Rockcliff’s Snow Lake VMS Project and for working capital.

Robin Lowe, a director of the Company, acquired FT Units under the Offering. Mr. Lowe acquired 280,000 FT Units and his wife acquired 280,000 FT Units. As a result, Mr. Lowe currently holds directly or indirectly or has control and direction over 3,447,166 common Shares representing 16.5% of current outstanding capital and 1,113,333 warrants and 150,000 options. If Mr. Lowe were to exercise all of his warrants and options, he would hold 4,710,499 Common Shares directly and indirectly out of a partially diluted capital of 22,144,859 Common Shares (after giving effect to the exercise of the 1,113,333 Warrants and 150,000 options) representing 21.3% of outstanding capital. Mr. Lowe has undertaken to not exercise any warrants or options if such exercise would result in him holding directly or indirectly 20% or more of the issued and outstanding capital of the Company unless he obtains shareholder approval to hold 20% or more of the Company.

Mr. Lowe has informed the Company that he has acquired the Common Shares and the Warrants for investment purposes and that he may decrease or increase his beneficial ownership, control, or direction over common shares of the Company through market transactions, private agreements, exercise of options or warrants, other treasury issuances or otherwise. The FT Units were acquired for tax purposes as they are comprised of Flow-Through Shares.

News Releases from Rockcliff Resources Inc.:
January 3rd 2008 - Rockcliff Drilling Intersects Massive Sulphides at Snow Lake

 
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