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Rockcliff Announces Private Placement for up to C$2.0 Million

24.11.2022  |  GlobeNewswire

TORONTO, Nov. 24, 2022 - Rockcliff Metals Corp. ("Rockcliff" or the "Company") (CSE: RCLF) (OTCQB: RKCLF) is pleased to announce a non-brokered private placement (the "Offering") for the sale of flow-through units of the Company (the "FT Units") at a price of C$0.025 per FT Unit and working capital units of the Company (the "WC Units"), in any combination, for gross proceeds of up to C$2,000,000. The Company is also pleased to announce the closing of the first tranche (the "First Tranche") of the Offering for gross proceeds of C$1,300,000 consisting of 40,000,000 WC Units and 12,000,000 FT units. Red Cloud Securities Inc. will be acting as a finder on behalf of the Company for the Offering.

Mark Sawyer, Chairman of the Board commented, "2022 has been a tough year in the resource space and Rockcliff has not been immune. Against a backdrop of worsening short-term sentiment for the sector as a whole, the strategic process we launched at the beginning of the year with assistance from INFOR Financial Inc., has yet to deliver an actionable proposal which Rockcliff's board believes would deliver value to all shareholders. That said, we have been delighted with the level of interest."

Mr. Sawyer continued "Greenstone believes that Rockcliff's current resource endowment across 4 anchor deposits, plus the exploration potential of its massive land package on 3,500 km2 of tenements in one of the most prolific VMS camps in the world, is not accurately reflected in the share price. We are therefore delighted to participate in a significant way in the current financing and fully support Management in their efforts for discovery on our tremendous high grade VMS property portfolio located in a world class mining district. In 2023, Rockcliff will focus on exploration and discovery through the drill bit as well as marketing the company to a larger audience. Greenstone has been a significant shareholder in Rockcliff since early 2019, and we remain a strong supportive shareholder of the Company. We believe there is significant value to be realized in these Manitoba assets."

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 (Canada) (the "Tax Act") and one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of C$0.05 for a period of 36 months following the closing date of the Offering.

Each WC Unit will consist of one common share of the Company (a "WC Share") and one Warrant.

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 C$0.05 for a period of 36 months from the closing date of the Offering. In connection with the closing of the First Tranche, the Company paid to Red Cloud Securities Inc. an aggregate of C$21,000 in cash and 840,000 Broker Warrants.

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 December 31, 2022.

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 December 21, 2022 (the "Closing Date") 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.

The securities offered under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Related Party Transaction

Greenstone Resources II L.P. ("Greenstone"), a control person and insider of the Company subscribed to the First Tranche for an aggregate of 40,000,000 WC Units and the participation of Greenstone in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Mark Sawyer is a director and Chairman of the Company, and a director of Greenstone. The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a), as the fair market value of Greenstone's participation is not more than 25% of the Company's market capitalization.

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

2023 Winter Drill Program
Rockcliff controls an extensive property portfolio centered within the Snow Lake Mining District within the world class Flin Flon-Snow Lake greenstone belt (see Figure 1 below). This winter, a total of 3,000 m to 5,000 m of discovery-based exploration drilling in 20 holes across 4 high priority volcanogenic massive sulphide ("VMS") properties is planned to begin in January 2023. The Bur, SLS#1, Lon and Penex properties are presently in the permitting approval process. The purpose of the Winter Drill Program is to drill "blue sky" VMS geophysical targets that have been identified as Priority 1 VMS targets that provides opportunities for discovery and success through the drill bit.

Figure 1: Rockcliff's Extensive Property Portfolio in Blue Focused in the Snow Lake Mining District

Bur Property: The Bur Property hosts the high-grade Bur Deposit, a NI 43-101 Resource compliant deposit associated with an extensive 12 km -14 km long VMS mineralized corridor within the property limits (see Figure 2 below). The drilling planned will target an area NE of the Bur Deposit along this corridor where several untested geophysical targets are located, geophysically similar to the geophysics covering the Bur Deposit.

Figure 2: Plan View of Bur Deposit, Geology, Structure and Surrounding Winter Drill Targets

SLS #1 Property-Danlee Prospect: The Danlee Prospect hosted within the SLS #1 property is located within a prospective +50 km long VMS corridor hosting the Sylvia, Kof and Copperman deposits (see Figure 3 below). It represents a +500 m long high priority geophysical target that has been historically tested with limited shallow drilling. The holes intersected multiple VMS zones including: 4.0 m @ 4% zinc (stringer mineralization), 14.3 m @ 0.8% copper, (stringer mineralization) and 0.4 m @ 3.1% copper/2.3% Zn (massive sulphide mineralization). The 2023 Winter Drill Program will test the shallow high-grade results within, along strike and at depth to identify the presence of additional high grade VMS mineralization.

Figure 3: SLS #1 Property Hosting the Danlee Prospect Under Thin Limestone Cover

Lon Property-DC Prospect: The Lon Property hosts the historical Lon Deposit and numerous untested VMS targets (see Figure 4 below). The untested DC Prospect is associated with surface outcrops, and up to 6.12% zinc within a well-defined VMS alteration footprint. Previous geophysics identified a 600 m long buried 13 channel geophysical target below the surface mineralization and alteration. The drill program will test the VMS significance of the buried target.

Figure 4: Lon Property Hosting Lon Deposit and DC Prospect

Penex Property: The Penex property hosts several areas of VMS mineralization and is located 4 km west of the world class Lalor VMS and Gold Mine. At approximately 350 m vertical, the property hosts the potential down dip extension of the surface Pen VMS Deposit. (see Figure 5 below). Approximately 1.0 km west of the deposit a 2.5 km long airborne geophysical conductor was identified and remains untested. The target has similar characteristics as that associated with the Company's high grade Bur VMS Deposit. The purpose of the 2023 Winter Drill Program will be to determine the significance of this target and its potential relationship with the Pen VMS Deposit.

Figure 5: Penex Property with Down Dip Extension of the Pen Deposit and Extensive Untested Airborne Target

About Rockcliff Metals Corporation

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 Snow Lake area of central Manitoba. The Company is a major landholder in the Flin Flon-Snow Lake Greenstone Belt which is the largest Paleoproterozoic VMS district in the world, hosting high-grade mines and deposits containing copper, zinc, gold and silver. The extensive property portfolio includes six 100% owned high grade, undeveloped VMS deposits (Bur, Tower, Rail, Copperman, Lon, Morgan). Rockcliff's (49% ownership) seventh high grade VMS deposit, the Talbot Copper Deposit, is a joint venture with Hudbay (51% ownership).

Qualified Person
Ken Lapierre P.Geo., Interim President & CEO and VP Exploration of Rockcliff, is the Company's designated Qualified Person within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). He has prepared the technical content of this news release.

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For further information, please contact:
Rockcliff Metals Corp.
Ken Lapierre
Interim President & CEO
Cell: (647) 678-3879

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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