VANCOUVER, BC, Oct. 14, 2020 /CNW/ - Northcliff Resources Ltd.
("Northcliff" or the "Company") (TSX: NCF) announces that it has
entered into a $400,000 Loan
Agreement (the "Loan") with Todd
Sisson (NZ) Limited ("Todd"), a subsidiary of the Todd
Corporation, the Company's largest shareholder.
The Loan is secured, will bear interest at a rate of 10% per
annum and has a term of 12 months. Interest will be payable at
maturity. The loan and accrued interest is repayable at any time by
the Company without penalty, or can be settled at maturity, either
through issuances of shares in the Company ("Share Settlement") or
transfer of part of the Company's interest in the Sisson Project
Limited Partnership and its general partner, Sisson Mines Ltd.
("Partnership Settlement"), at the election of Todd. The conversion
price ("Conversion Price") used for the Share Settlement or
Partnership Settlement will be the higher of the 5-day or 30-day
volume weighted average share price of the Company on the Toronto
Stock Exchange ("TSX") at the maturity date.
For the Share Settlement, the maximum discount (currently 25%)
allowed under the TSX rules will be applied to the Conversion
Price. Northcliff will be required to obtain disinterested
shareholder approval to issue any shares in excess of 19,113,182
shares (10% of currently issued and outstanding common shares).
Alternatively, the general and limited partnership interest to
be transferred under 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.
In the event the loan is settled through shares of the Company,
any remaining balance after issuance of 19,113,182 shares may be
settled through transfer of a general and limited partnership
interest.
The Loan terms have been conditionally accepted by 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 located in New Brunswick, Canada, to production.
The results of the Feasibility Study completed in January 2013 confirm that the Sisson Project is
technically and economically feasible and can move on to the next
stage of development.
Additional information on Northcliff is available on the website
at www.northcliffresources.com.
On behalf of the Board of Directors
Andrew Ing
Interim CEO
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address the in-progress
financing, or other events that the Company expects, are
forward-looking statements. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such 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 any such statements are not guarantees of future
performance and actual results or developments may differ
materially from those projected in the forward-looking statements.
For more information on the Company, investors should review the
Company's continuous disclosure filings that are available at
www.sedar.com.
SOURCE Northcliff Resources Ltd.
