Communicators

Rockcliff Announces Over-Subscription of Non-Brokered Private Placement

Toronto, ON – August 22, 2017 – Rockcliff Copper Corporation (“Rockcliff“ or the “Company”) (TSX.V: RCU) (FRANKFURT: RO0, WKN: A142TR)  is pleased to announce that the Company’s previously announced non-brokered private placement offering (see the Company’s Press Release dated July 10, 2017) is over-subscribed and is being increased to an offering of up to 22,500,000 units (the “Units”) of the Company at a price of $0.06 per Unit for gross proceeds of up to $1,350,000 (the “Offering”).  

Each Unit comprises one (1) common share and one (1) common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.12 for a period of two years from the closing date of the Offering. 

The net proceeds from the Offering will be used to fund exploration of the Company’s Snow Lake Project in Manitoba and for general working capital purposes.  The Snow Lake Project includes the highest grade, unmined base metal (copper and zinc) deposits in the prolific Snow Lake mining camp and Manitoba’s first and highest grade former lode gold mine.  Exploration activities will include geological, airborne and surface geophysical and diamond drilling programs.

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 Rockcliff at $0.06 for a period of two years from the closing date of the Offering.

All securities issued pursuant to the Offering are subject to a statutory four month hold period from the closing date of the Offering. The Offering is anticipated to close by early next week.

Insiders of the Company may subscribe for up to 450,000 units of the Offering. The insider purchases are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the Units to be issued to the insiders will not exceed 25% of the Company’s market capitalization.

About Rockcliff Copper Corporation

Rockcliff is a Canadian resource exploration company focused on the discovery, advancement and consolidation of the highest grade, unmined metal deposits in the prolific Flin Flon – Snow Lake greenstone belt specifically centered in Snow Lake, Manitoba. The Snow Lake Project, totalling in excess of 45,000 collective hectares, is located in and around the Snow Lake mining camp and hosts the highest grade unmined NI 43-101 copper deposits (the gold-rich Talbot copper deposit and the Rail copper deposit), and the highest grade unmined historical zinc deposits (the Lon zinc deposit, the Bur zinc deposit, the Morgan zinc deposit and the down dip continuation of the Pen zinc deposit).  The Snow Lake Project also includes Manitoba’s first and highest grade former lode gold producer (Laguna gold property), a Net Smelter Royalty (NSR) on the Tower property (the T-1 copper deposit) and the near surface MacBride zinc deposit located north of Snow Lake near Leaf Rapids, Manitoba.

For further information, please contact:

Rockcliff Copper Corporation

Ken Lapierre, P.Geo 

President & CEO

Cell: (647) 678-3879

Off: (416) 644-1752

klapierre@rockcliffcoppercorp.com  

CHF Capital Markets

Cathy Hume, CEO

Off: (416) 868-1079 ext. 231

cathy@chfir.com

Cautionary Note Regarding Forward-Looking Statements: This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Rockcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.