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Northcliff Announces $700,000 Private Placement Financing

Financings

NORTHCLIFF ANNOUNCES $700,000 PRIVATE

PLACEMENT FINANCING

VANCOUVER, BC

,

Jan. 23, 2024

/CNW/ - Northcliff Resources Ltd. ("Northcliff" or the "Company")

(TSX: NCF) is pleased to announce that it has arranged a non-brokered private placement (the

"Private Placement") of 37,333,333 common shares of the Company ("Common Shares") at a price

of

$0.01875

per Common Share with the Todd Sisson (NZ) Limited ("Todd") for gross proceeds to

the Company of

$700,000

. Todd currently owns a total of 439,058,144 Common Shares in the

capital of Northcliff, and after its participation in the Private Placement will hold 476,391,477

Common Shares or an 80.86% interest in the Company. The Common Shares issued are subject to

applicable resale restrictions, including a hold period of four months and one day from the closing of

the Private Placement under Canadian securities rules. The Private Placement is subject to

customary closing conditions including final Toronto Stock Exchange approval. Proceeds of the

Private Placement 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 is a mineral resource company focused on advancing the feasibility-stage Sisson Tungsten-

Molybdenum Project located in

New Brunswick, Canada

, to production.

Additional information on Northcliff is available on the website at

www.northcliffresources.com

.

On behalf of the Board of Directors

Andrew Ing

President & 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.sedarplus.ca

.

SOURCE

Northcliff Resources Ltd.

View original content:

http://www.newswire.ca/en/releases/archive/January2024/23/c0554.html

%SEDAR: 00030606E

For further information:

Investor services can be reached at (604) 684-6365 or within North

America at 1-800-667-2114.

CO: Northcliff Resources Ltd.

CNW 07:45e 23-JAN-24