Financing
Each FT Unit will consist of one common share of the Company to be issued as a 'flow-through share' (each, a 'FT Share') within the meaning of the Income Tax Act (
Each WC Unit will consist of one common share of the
Eligible finders may receive a cash fee up to 7% of the value of Units sold and broker warrants ('Broker Warrants') up to 7% of the number of Units sold. Each Broker Warrant entitles the holder to acquire one common share of Rockcliff at
Use of Proceeds
The gross proceeds from the issue and sale of the FT Units will be used for the 2023 Winter Drill Program outlined below. It is anticipated that the proceeds of the FT Units will be used for 'Canadian Exploration Expenses' and will qualify as 'flow-through mining expenditures' as those terms are defined in the Tax Act and will be renounced to the initial purchasers of the FT Units effective
The gross proceeds of the issued and sale of the WC Units will be for the 2023 G&A.
It is expected that the closing of the second and final tranche of the Offering will occur on or about
The securities offered under the Offering have not been and will not be registered under the
Related Party Transaction
As a result of the purchase by Greenstone of the 40,000,000 WC Units, Greenstone now beneficially own and control 172,580,000 common shares ('Common Shares'), 1,250,000 options to purchase Common Shares ('Options'), and 40,000,000 Warrants, representing approximately 45.96% and 51.31% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis assuming the exercise of such Options and Warrants, respectively. Immediately prior to the closing of the First Tranche, Greenstone beneficially owned and controlled 132,580,000 Common Shares and 1,250,000 Options, representing approximately 40.98% and 41.21% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, respectively. The WC Units were acquired by Greenstone for investment purposes. Depending on market and other conditions, Greenstone may from time to time in the future increase or decrease its ownership, control or direction over the Issuer securities as circumstances warrant. In satisfaction of the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of securities by Greenstone will be filed under the Company's SEDAR Profile at www.sedar.com
2023 Winter Drill Program
Rockcliff controls an extensive property portfolio centered within the
About
Rockcliff is a Canadian exploration and resource development Company with grass roots properties to PEA level, high-grade VMS copper-zinc dominant deposits in the
Contact:
Interim President & CEO
Cell: (647) 678-3879
E: ken@rockcliffmetals.com
Website: http://rockcliffmetals.com
Forward-Looking Statements
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.
This News Release includes certain 'forward-looking statements' which are not comprised of historical facts. Forward looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward looking statements may be identified by such terms as 'believes', 'anticipates', 'expects', 'estimates', 'may', 'could', 'would', 'will', or 'plan'. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the completion of the Offering, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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