08:00 EST Wednesday, November 25, 2009

Trading Symbol RCR-TSXV

TORONTO, Nov. 25 /CNW/ - Rockcliff Resources Inc. ("Rockcliff" or the "Company") (RCR-TSXV) is pleased to announce it is undertaking a non-brokered unit private placement and a non-brokered flow through unit private placement to provide it with additional operating and exploration capital.

Rockcliff is offering up to 2,500,000 working capital units of the Company at a price of $0.20 per unit, for gross proceeds of up to $500,000. Each unit (a "Unit") will consist of one common share of the Company and one (1) share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire an additional common share at $0.40 for a period of eighteen (18) months from Closing.

Rockcliff is also offering up to 8,000,000 flow-through units of the Company at a price of $0.25 per unit, for gross proceeds of up to $2,000,000. Each unit (a "FT Unit") will consist of one flow-through common share of the Company and one-half (1/2) non flow-through share purchase warrant (a "Warrant"). Each full Warrant will entitle the holder to acquire an additional common share at $0.40 for a period of eighteen (18) months from Closing.

The Company will pay a finder's fee of 7% cash and issue Compensation Warrants equal to 10% of the number of Units and FT Units placed by eligible finders. Each Compensation Warrant will entitle the finder to acquire one common share at $0.20 for a period of eighteen (18) months from Closing.

All securities issued pursuant to the above referenced private placements are subject to statutory four month hold period and regulatory approval.

Insiders of the Company may subscribe for up to a total of 200,000 FT Units for proceeds of up to $50,000, if available. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") by virtue of the exemptions contain 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 securities of the Company to be issued to insiders does not exceed 25% of its market capitalization.

Rockcliff Resources Inc.

Rockcliff Resources Inc. is a Canadian resource exploration company focused on discovery and advancement of its high quality mineral assets on its Snow Lake Project. Rockcliff presently controls the Snow Lake Project totalling in excess of 550 sq km of which 370 sq km is owned by Rockcliff and located within and proximal to the Snow Lake Camp. The project presently includes five historical VMS deposits (Lon, Rail, Reed, Kof and Sylvia), one former gold mine (Century Mine) and numerous additional areas with potential for VMS and gold mineralization. Rockcliff also controls the Shihan VMS Project located in Northern Ontario.