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VANCOUVER, BC, March 2, 2021 / CNW / – Northcliff Resources Ltd. (“Northcliff” or the “Company”) (TSX: NCF) announces that it has an agreement with Todd Sisson (NZ) Limited (“Todd”), a subsidiary of Todd Corporation, the Company’s largest shareholder for a $ 400,000 Loans (“Loans”).
The loan is secured, bears an interest rate of 10% pa and has a term of 12 months with interest due when due. The loan and the accrued interest are repayable at any time by the Company without penalty or can be settled when due either by issuing shares in the Company (“Share Compensation”) or by transferring part of the Company’s shares in Sisson Project Limited Partnership and its general partner, Sisson Mines Ltd. (“Partnership Settlement”), in the election of Todd. The conversion price (“conversion price”) used for the share settlement or partnership settlement is the higher of the volume-weighted average share price of the company over 5 days or 30 days on the Toronto Stock Exchange (“TSX”) on the due date.
For the settlement of shares, the maximum discount permitted under the TSX rules (currently 25%) will be applied to the conversion price. Northcliff will seek shareholder approval to issue shares in excess of 19,113,182 shares (10% of currently issued and outstanding common shares).
Alternatively, the general and limited partnership shares to be transferred in the partnership settlement will be determined as the percentage that the loan plus accrued interest represents of the implied value of the Sisson partnership based on the conversion price.
If the loan is settled with shares in the company, any remaining amount after the issue of 19,113,182 shares can be paid by transferring a general and limited partnership participation.
The terms and completion of the loan are subject to acceptance by the TSX and the funds will be used for working capital purposes.
About Northcliff Resources Ltd.
Northcliff is a mineral resource company focused on advancing the Sisson tungsten-molybdenum project in New Brunswick, Canada, to production. The feasibility study results completed in January 2013 confirm that the Sisson project is technically and economically feasible and can move into the next stage of development.
On behalf of the board
Andrew Ing
Interim CEO
This press release contains certain statements that may be considered “forward-looking statements”. All statements in this press release, other than statements of historical fact, relating to ongoing financing or other events that the company anticipates, are forward-looking statements. Although the company believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Investors are cautioned that such statements are no guarantees of future performance and that actual results or developments may differ materially from those forecast in the forward-looking statements. For more information about the Company, investors should read the Company’s Continuing Disclosure Statements, which are available at www.sedar.com.
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