It had planned for US$1.5 million financing through a non-brokered private placement of 6 million units, a 5:1 share consolidation and a name change to Manitoba Metals Corp.
The financing was anticipated to close on February 14, while the completion of the consolidation and name change had been conditional upon those funds.
It had also expected directors Donald Christie and William Johnstone to resign and be replaced with Maple Gold Mines (CN: MGM) CEO Matthew Hornor and Dundee Resources vice president Robert Leckie.
Rockcliff CEO Ken Lapierre said the board had determined it was not the right time for the changes and the company would instead focus on advancing its optioned and 100%-owned high-grade volcanogenic massive sulphide and gold properties located in the Flin Flon-Snow Lake greenstone belt of central Manitoba, Canada.