Cliffmont announces closing of San Luis Property acquisition and completion of private placement

    




 VANCOUVER, Feb. 28, 2012 /CNW/ - Cliffmont Resources Ltd.  (the "Company") is pleased to announce that it has closed its  acquisition (the "Acquisition") of all of the issued and outstanding  shares of Tarana Resources S.A. ("Tarana"). Tarana is the indirect  owner of a mineral exploration license which covers 2,623 hectares (the  "San Luis Property"), located in Palermo, Huila in Colombia. 

 "We are very pleased to have closed the acquisition of the San Luis gold  project in Colombia and look forward to starting an aggressive  exploration program and continuing to work with the local communities.  The company will focus on exploration and evaluating the potential of  multiple targets in this historical mining district," stated Jeff  Tindale, President and CEO. 

 As consideration for the acquisition of all of the outstanding shares of  Tarana, the Company has issued an aggregate of 10,000,000 common shares  (the "Payment Shares") of the Company to the vendors, who are all at  arm's length to the Company.  In addition, the Company has agreed to  make cash payments to the vendors of an aggregate of $2,000,000 over a  period of two years, of which $600,000 has been paid, and incur  expenditures of an aggregate of $2,000,000 on the San Luis Property  also over a two year period.  In addition, The Company has also agreed  to issue to the vendors one additional common share for each one ounce  of gold or gold equivalent (using a historical three year average of  applicable metal prices) which is identified as proven or probable  mineral reserves (as such terms are defined in National Instrument  43-101 ("NI 43-101")) on the San Luis Property in a NI 43-101 compliant  technical report, subject to the issuance of a maximum of 10,000,000  common shares of the Company.  All of the Payment Shares are subject to  a Tier 2 Value Security Escrow Agreement and an aggregate of 605,934  common shares which are beneficially owned or controlled by directors  and officers of the Company are subject to a Tier 1 Value Security  Escrow Agreement. 

 Pursuant to a finder's fee agreement, the Company has also issued an  aggregate of 500,000 common shares (the "Finder's Shares") of the  Company to an arm's length third party, as a finder's fee in connection  with the Acquisition. 

 The Company has also completed the balance of a part and parcel  non-brokered private placement announced by the Company on October 3,  2011 issuing an aggregate of 1,875,000 units (the "Units") at a price  of $0.40 per Unit for gross proceeds of $750,000. Each Unit consists of  one common share (a "Unit Share") of the Company and one  non-transferable common share purchase warrant (a "Warrant"). Each  Warrant entitles the holder to subscribe for one additional common  share at an exercise price of $0.60 per share until February 28, 2014.  No commissions or finder's fees were paid in relation to the private  placement.  The proceeds of the private placement will be used in  conjunction with the Acquisition as announced on October 3, 2011. 

 The Payment Shares, the Finder's Shares and the Unit Shares and the  Warrants comprised of the Units are all subject to a four month hold  period expiring on June 29, 2012. 

 A copy of the NI 43-101 Technical Report was prepared by Discovery  Consultants and can be accessed under the Company's profile on SEDAR (www.sedar.com or at the Company's website: www.cliffmontresources.com. 

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

 About Cliffmont 

 Cliffmont Resources is a publicly-listed  Vancouver-based  mineral exploration company focused on advancing and developing  exploration projects in Colombia.  Cliffmont is located in the  Department of Huila, a prolific historical mining area in central  Colombia and has 100% ownership in the San Luis Project, comprising a  2,623 hectare tenement.  The San Luis project includes principal  targets of gold-silver bearing quartz veins while exploring for  mineralization in stockwork, hydrothermal breccias, and gold and  gold-copper porphyry.  The San Luis district is mining friendly and is  supported with a comprehensive infrastructure network. Cliffmont has  assembled a strong management team while implementing ongoing community  and social initiatives. 

 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.


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