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Published on 12/2/2010 in the Prospect News PIPE Daily.

Rockcliff arranges C$4 million units sale, seals C$1.5 million tranche

Deal offers two types of units to fund operating, exploration capital

By Devika Patel

Knoxville, Tenn., Dec. 2 - Rockcliff Resources Inc. said it plans a non-brokered private placement of units. It will raise C$4 million and has already taken in C$1.5 million in an initial tranche.

The company will sell 15 million flow-through units of one flow-through common share and one half-share warrant at C$0.20 per unit for C$3 million. It also will sell 6,666,666 units of one common share and one warrant at C$0.15 per unit for C$1 million.

Each full warrant will be exercisable at C$0.30 for 18 months. The strike price is a 39.54% premium to the Dec. 1 closing share price of C$0.215.

In the first tranche, Rockcliff sold 7.5 million flow-through units to the MineralFields Group.

Proceeds will be used as additional operating and exploration capital.

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

Issuer:Rockcliff Resources Inc.
Issue:Flow-through units of one flow-through common share and one half-share warrant, units of one common share and one warrant
Amount:C$4 million
Warrant expiration:18 months
Warrant strike price:C$0.30
Agent:Non-brokered
Investor:MineralFields Group (for C$1.5 million)
Announcement date:Dec. 2
Settlement date:Dec. 2 (for C$1.5 million)
Stock symbol:TSX Venture: RCR
Stock price:C$0.215 at close Dec. 1
Market capitalization:C$9.21 million
Flow-through units
Amount:C$3 million
Units:15 million
Price:C$0.20
Warrants:One half-share warrant per unit
Units
Amount:C$1 million
Units:6,666,666
Price:C$0.15
Warrants:One warrant per unit

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