Rockcliff Metals Corporation announced a non-brokered private placement for the sale of flow-through units of the company at an issue price of CAD 0.025 per flow-through unit and working capital units of the company in any combination, for gross proceeds of up to CAD 2,000,000 on November 24, 2022. Each flow-through unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one non-flow-through common share of the company at an exercise price of CAD 0.05 for a period of 36 months following the closing date of the offering. Each working capital unit will consist of one common share of the company and one warrant. Red Cloud Securities Inc. will be acting as a finder on behalf of the company for the offering. Eligible finders may receive a cash fee up to 7% of the value of units sold and broker warrants up to 7% of the number of units sold. Each broker warrant entitles the holder to acquire one common share of company at CAD 0.05 for a period of 36 months from the closing date of the offering. It is expected that the closing of the second and final tranche of the offering will occur on or about December 21, 2022, and is subject to the satisfaction of certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued and issuable in connection with the offering will be subject to a hold period ending four months and one day from the date of closing the offering, in accordance with applicable Canadian securities laws.

On the same date the company has issued 12,000,000 flow-through units and 40,000,000 working capital units for gross proceeds of CAD 1,300,000 in its first tranche. In connection with the closing of the first tranche, the company paid to Red Cloud Securities Inc. an aggregate of CAD 21,000 in cash and 840,000 broker warrants.