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Published on 4/17/2008 in the Prospect News PIPE Daily.

New Issue: Rockcliff revises C$5 million private placement of units, shares

By Devika Patel

Knoxville, Tenn., April 17 - Rockcliff Resources Inc. said it is repricing its C$5 million private placement of units and stock. The deal priced April 7.

The company now will sell 6.67 million flow-through shares at C$0.60 per share for C$4 million and 1.67 million units at C$0.60 apiece for C$1 million.

The company had planned to sell 5.72 million flow-through shares at C$0.70 per share for C$4 million and 1.54 million units at C$0.65 apiece for C$1 million.

Each unit still comprises one common share and one half-share warrant. Each whole warrant will still be exercisable at C$0.95 for two years.

Dundee Securities Corp is leading a syndicate of agents that includes Blackmont Capital Corp. and Evergreen Capital Partners Inc. The agents have a greenshoe for 1,000,500 shares and 250,500 units for C$750,600, revised from 858,000 shares and 231,000 units, or C$750,750.

Proceeds will be used for exploration and working capital. Settlement is expected April 30.

Sudbury, Ont.-based Rockcliff is a new resource company that is focused on the acquisition and development of high-quality mineral assets.

Issuer:Rockcliff Resources Inc.
Issue:Units of one common share and one half-share warrant; flow-through shares
Amount:C$5,004,000
Greenshoe:C$750,600 (1,000,500 shares and 250,500 units)
Agent:Dundee Securities Corp (lead), Blackmont Capital Corp., Evergreen Capital Partners Inc.
Pricing date:April 7
Amended:April 17
Settlement date:April 30
Stock symbol:TSX Venture: RCR
Stock price:C$0.73 at close April 4
Units
Amount:C$1,002,000
Units:1.67 million
Price:C$0.60
Warrants:One half-share warrant per unit
Warrant expiration:Two years
Warrant strike price:C$0.95
Flow-through shares
Amount:C$4,002,000
Shares:6.67 million
Price:C$0.60
Warrants:No

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