Cliffmont Signs LOI Agreement On Project In Colombia And Arranges Private Placement

    




 VANCOUVER, Oct. 3, 2011 /CNW/ - Cliffmont Resources Ltd.  announces that a Letter of Intent has been signed with certain arm's length  parties whereby the company can acquire a 100-per-cent interest in a  gold property in Colombia.  The terms of the acquisition call for  staged cash payments of CND$2,000,000, share issuance of 10,000,000  common shares as well as a staged schedule of work commitments  totalling CND$2,000,000. In addition, a contingent share consideration  is to be paid of one share for each ounce of gold as reported in a NI  43-101 report. The contingent share consideration is capped at the same  amount as the initial consideration. The transaction is subject to  normal conditions precedent including title opinions and satisfactory  due diligence. As the Company's due diligence is ongoing a  comprehensive news release will follow shortly. An initial payment of  CND$100,000 has been made to secure the transaction. 

 In addition, the Company will arrange a non-brokered private placement  issuing up to 2.5 million units at a price of $0.40 cents per unit, for  proceeds of $1,000,000. Each Unit consists of one common share of the  Company and one common share purchase warrant ("Warrant"). Each Warrant  entitles the holder to subscribe for one additional common share for a  period of 24 months from the closing of the Offering at an exercise  price of $0.60. No finder's fee will be payable in connection with the  non-brokered private placement. All securities issued in connection  with the private placement will be subject to a four‐month hold period  pursuant to applicable securities laws. 

 The proceeds of this part and parcel financing will be used for due  diligence and costs associated with the proposed transaction.   





    ON BEHALF OF THE BOARD           
    "Jeff Tindale"
    Jeff Tindale, President and CEO






 Forward Looking Statements. This Company news release contains certain "forward-looking" statements  and information relating to the Company that are based on the beliefs  of the Company's management as well as assumptions made by and  information currently available to the Company's management. Such  statements reflect the current risks, uncertainties and assumptions  related to certain factors including, without limitations, competitive  factors, general economic conditions, customer relations, relationships  with vendors and strategic partners, the interest rate environment,  governmental regulation and supervision, seasonality, technological  change, changes in industry practices, and one-time events.  Should any  one or more of these risks or uncertainties materialize, or should any  underlying assumptions prove incorrect, actual results may vary  materially from those described herein.  

 Neither 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 release. 

Cliffmont Resources Ltd.


CONTACT:  Telephone: [phone]Facsimile: [phone]Website: www.cliffmontresources.comEmail: [e-mail] 


    

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