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Published on 5/1/2008 in the Prospect News PIPE Daily.

New Issue: Rockcliff Resources settles C$4.78 million private placement of units, shares

By Devika Patel

Knoxville, Tenn., May 1 - Rockcliff Resources Inc. said it raised C$4.78 million in a private placement of units and stock. The deal priced for C$5 million on April 7 and repriced on April 17. The company had planned to include a C$750,600 greenshoe.

Rockcliff Resources sold 7,025,665 flow-through shares for C$4.22 million and 933,334 units for C$560,000. Each flow-through share and unit sold for C$0.60.

The company had planned to 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.

Each unit is comprised of 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. led a syndicate of agents that included Blackmont Capital Corp. and Evergreen Capital Partners Inc.

Proceeds will be used for exploration and working capital.

Sudbury, Ont.-based Rockcliff Resources 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$4,775,399.40
Agents:Dundee Securities Corp. (lead), Blackmont Capital Corp., Evergreen Capital Partners Inc.
Pricing date:April 7
Amended:April 17
Settlement date:May 1
Stock symbol:TSX Venture: RCR
Stock price:C$0.73 at close April 4
Units
Amount:C$560,000.40
Units:933,334
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$4,215,399
Shares:7,025,665
Price:C$0.60
Warrants:No

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