Northcliff Announces $4 Million Follow-ON Private Placement Financing
NORTHCLIFF ANNOUNCES $4 MILLION FOLLOW-ON PRIVATE PLACEMENT FINANCING
February 22, 2017 Vancouver, BC - Northcliff Resources Ltd. (“Northcliff” or the “Company”) (TSX: NCF) is
pleased to announce that pursuant to the shareholder authorization received at its Extraordinary General Meeting
of shareholders (“EGM”) held on Decemb er 13, 2016, that it will be seekin g to complete the follow-on private
placement financing (the “Follow-on Financing”) described in the information circular for the EGM which is filed
at www.sedar.com. The Follow-on Financing involves th e proposed issuance of up to a total of 36,363,636
Common Shares at a price of $0.11 per Common Share for gross proceeds to the Company of up to $4 million. The
Follow-on Financing price is at the same price as the December 2016 private placement financing and is required
to complete by March 17, 2017.
If fully subscribed, the total number of shares outstanding for Northcliff will increase to 170,042,145.
The Todd Corporation (“Todd”) currently owns a total of 48 ,541,616 Common Shares in the capital of Northcliff
after its participation in the December 2016 private placement financing (see news releases issued on October 27,
2016 and December 15, 2016), representing 36.3% of the Company’s outstanding Common Shares. Pursuant to
its pre-emptive right to maintain its interest at 36.3%, Todd will have the option to participate in the Follow-on
Financing to the extent of its 36.3% interest for up to 13,204,439 shares.
No directors, officers or insiders (asi de from Todd pursuant to its pre-em ptive right) are participating in the
Follow-on Financing.
The Common Shares issued are subject to applicable resale restrictions, including a four month hold period under
Canadian securities rules. The Follow-on Financing is subject to execution of definitive agreements with
investors and customary closing conditions including final Toronto Stock Exchange approval.
Proceeds of the Follow-on Financing will be used to fund the Company’s share of expenditures related to the
Sisson Project and for working capital and general corporate purposes.
About Northcliff Resources Ltd.
Northcliff, associated with Hunter Dickinson Inc. (HDI), is a mineral resource company focused on advancing the
Sisson Tungsten-Molybdenum Project located in New Br unswick, 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.
The Sisson Environmental Impact Assess ment Report (the “EIA Report”) was submitted to both the federal
Canadian Environmental Assessment Agency ("CEAA") and the New Brunswick Department of Environment and
Local Government in July 2013. The Company received pr ovincial EIA Report approval on December 3, 2015. A
federal decision from CEAA is pending. Permit applications for construction and operation will be finalized and
submitted following a positive federal decision.
Additional information on Northclif f is available on the website at www.northcliffresources.com. Investor
services can be reached at (604) 684-6365 or within North America at 1-800-667-2114.
Bryce Hamming
Chief Financial Officer
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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 Follow‐on 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.
No regulatory authority has approved or disapproved the contents of this news release.