Rockcliff Metals Corp. Provides Update on Proposed Financing of up to $30 Million

And Asset Acquisition to Become a Leading Manitoba Base Metal Exploration and Development Company with a Cornerstone Investment by Greenstone Resources II LP

TORONTO, March 6, 2019 - Rockcliff Metals Corp. ("Rockcliff") (TSX-V: RCLF) (FRANKFURT: RO0, WKN: A2H60G) is pleased to announce that it has a called an Annual and Special Meeting of the Shareholders of Rockcliff for Monday, April 22, 2019 (the "Meeting") to seek approval to the reorganization transaction (the "Transaction") involving a financing (the "Greenstone Subscription") led by Greenstone Resources II LP ("Greenstone") and a transfer of significant assets from Norvista Capital Corp. (TSX-V: NVV) ("Norvista") as disclosed in the press release dated February 22, 2019 (the "Transaction Press Release"). Rockcliff also wishes to advise that the parties to the Transaction have agreed to extend the closing date of the Greenstone Subscription until no later than April 2, 2019. As a result, Rockcliff will be extending the previously announced Existing Shareholder Offering until no later than Friday, March 29, 2019.


Existing Shareholder Offering

The Additional Financing (as defined in the Transaction Press Release) will be open to participation by existing shareholders of Rockcliff (the "Existing Shareholder Offering") resident in Canada as of the record date of February 5, 2019 (the "Record Date"). The Existing Shareholder Offering consists of up to $450,000 of the Additional Financing or 3,000,000 subscription receipts priced at $0.15 per subscription receipt. The Existing Shareholder Offering will be open for a period of up to a further fourteen (14) days, expiring on the earlier of March 29, 2019 and the closing of the Additional Financing. In respect of the Existing Shareholder Offering, there is no minimum offering and the maximum offering is $450,000. All securities issued pursuant to the Existing Shareholder Offering are subject to a statutory four month hold period and regulatory approval.

The Existing Shareholder Offering will proceed by way of an offering of subscription receipts of Rockcliff (each, a "Subscription Receipt") issued at a price of $0.15 per regular Subscription Receipt. Upon satisfaction of the Conditions (as defined in the Transaction Press Release), each Subscription Receipt will, for no additional consideration, be automatically exercised into one common share of Rockcliff.

The Company intends to use the proceeds raised from the Existing Shareholder Offering for general working capital.

Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Bill Johnstone, Corporate Secretary of Rockcliff, at bjohnstone@grllp.com or (416) 865-6605 to obtain a copy of the subscription agreement for Subscription Receipts. Requests should be received by no later than March 25, 2019 so that subscription agreements can be signed and funds can be received by Rockcliff by no later than March 27, 2019.

In the existing shareholder subscription agreements, subscribers will be required to represent that they held common shares of Rockcliff on the Record Date and will continue to hold common shares on closing, indicate the total number of Subscription Receipts they wish to subscribe for at the price of $0.15 per Subscription Receipt and provide funds (certified cheque or wire transfer) for the purchase of the Subscription Receipts. The Existing Shareholder Offering is being allocated to existing shareholder subscribers on a "first come, first served" basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Shareholder Offering is reached. The sale of the Subscription Receipts will remain open until the earlier of March 29, 2019 and the full subscription for the Additional Financing.

In the event that there is an over-subscription for Subscription Receipts as at March 27, 2019, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the Existing Shareholder Offering to a maximum of $450,000 for Subscription Receipts. Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of Rockcliff effective as of the Record Date will be treated equally. However, Rockcliff reserves the right not to accept subscription amounts of less than $1,800 (12,000 Subscription Receipts) in respect of Subscription Receipts to avoid disproportionate administrative costs. Rockcliff is using other available exemptions to place the Additional Financing.

The Existing Shareholder Offering is being made under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions relating to distributions to existing security holders and under Multilateral CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders and the legislation adopted pursuant thereto in other jurisdictions in Canada, as well as under other applicable exemptions without issuing a prospectus. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period for all investments made under this exemption unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer, in which case the investment can exceed $15,000.


About Rockcliff

Rockcliff is a Canadian resource exploration company focused on base metals, gold and royalties in the Snow Lake area of Manitoba, Canada. Rockcliff is the largest junior landholder in the Flin Flon-Snow Lake greenstone belt which is home to the largest Paleoproterozoic VMS district (copper, gold, zinc, silver) in the world and also contains gold mines and deposits. Its extensive portfolio of properties totals over 4,000 square kilometres. It includes 9 of the highest-grade undeveloped VMS deposits and 5 lode-gold properties including the historic Rex-Laguna gold mine, Manitoba’s first and highest-grade gold mine.


About Greenstone

Greenstone is a private equity fund specializing in the mining and metals sector with approximately US$430 million in committed long-term capital. With more than 100 years collective experience, predominantly fulfilling senior roles within mining companies, financial institutions and principal investing, Greenstone understands the sector, its value drivers and inherent risks. As such Greenstone is able to make long term investments which better aligns itself to management decision making.


About Norvista

Norvista is a resource-based merchant bank with an investment portfolio of four core investments located in Canada, the United States and Mexico. Norvista’s investee companies have projects located in excellent mining jurisdictions and are involved in both base and precious metals exploration and development. Norvista holds significant equity ownership positions in its investee companies and is actively involved in the management of these companies through a combination of senior officer positions and/or board representation. The investee company projects represent a balance between later stage exploration and pre-production projects and are self-financing. Norvista maintains and increases its ownership positions in its core holdings through participation in issuer financings as well as share acquisitions in the open market.


Transaction Approval

The transactions discussed in this news realease, including the release of funds pursuant to the Subscription Receipts, are conditional on the completion of the Transaction and the receipt of requisite shareholder and stock exchange approvals, including the approval by shareholders of Rockcliff of the change of control of Rockcliff resulting from the completion of the Transaction, and the approval of the shareholders of Norvista of the asset sales. There can be no assurance that the transactions described herein will be completed as proposed or at all. Securities issued pursuant to the Greenstone Subscription and the Additional Financing will be subject to a statutory four month and one day hold period from the closing of the Subscription Receipts financings.

Investors are cautioned that, except as disclosed in the management information circular circulated in respect of the Meeting, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Rockcliff should be considered highly speculative.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.



For further information, please contact:

Rockcliff Metals Corporation
Ken Lapierre, P. Geo, President & CEO
Cell: (647) 678-3879
Off: (416) 644-1752
ken@rockcliffmetals.com

CHF Capital Markets
Cathy Hume, CEO
Off: (416) 868-1079 ext. 231
cathy@chfir.com



Cautionary Note Regarding Forward-Looking Statements: This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should" "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information in this news release includes, but is not limited to, the closing of the Transaction, anticipated exploration and development of Rockcliff’s Manitoba properties, satisfaction of closing conditions for the Transaction and Additional Financing approval of the TSX-V, approval by the shareholders of Rockcliff and the potential for exploration.

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.

SOURCE: [wp=2316]Rockcliff Metals Corp.[/wp