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Published on 12/11/2012 in the Prospect News PIPE Daily.

Rockcliff Resources arranges C$1.5 million private placement of units

Non-brokered deal expected to fund operating and exploration capital

By Devika Patel

Knoxville, Tenn., Dec. 11 - Rockcliff Resources Inc. said it plans a C$1.5 million non-brokered private placement of units.

The company will sell up to 10 million units of one common share and one warrant at C$0.05 per unit for proceeds of C$500,000 and up to 20 million flow-through units of one flow-through common share and one half-share warrant at C$0.05 per unit for proceeds of C$1 million.

Each full warrant will be exercisable at C$0.10 for 18 months. The strike price is a 100% premium to the Dec. 10 closing share price of C$0.05.

Insiders may participate.

Proceeds will be used as operating and exploration capital and allocated to the company's Snow Lake Project, where diamond drilling programs are planned at the Tower Property and Dickstone Property.

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:Units of one common share and one warrant, flow-through units of one flow-through common share and one half-share warrant
Amount:C$1.5 million
Price:C$0.05
Warrant expiration:18 months
Warrant strike price:C$0.10
Agent:Non-brokered
Pricing date:Dec. 11
Stock symbol:TSX Venture: RCR
Stock price:C$0.05 at close Dec. 10
Market capitalization:C$4 million
Units
Amount:C$500,000
Units:10 million (maximum)
Warrants:One warrant per unit
Flow-through units
Amount:C$1 million
Units:20 million (maximum)
Warrants:One half-share warrant per unit

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