Northcliff Announces Loan Financing
Northcliff Announces Loan Financing
VANCOUVER, BC
,
March 2, 2021
/CNW/ - Northcliff Resources Ltd. ("Northcliff" or the "Company")
(TSX: NCF) announces that it has entered into an agreement with
Todd Sisson
(NZ) Limited
("Todd"), a subsidiary of the Todd Corporation, the Company's largest shareholder for a
$400,000
loan ("Loan").
The Loan is secured, will bear interest at a rate of 10% per annum and has a term of 12 months
with the interest 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 and closing are subject to TSX acceptance, 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.
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.
View original content:
http://www.newswire.ca/en/releases/archive/March2021/02/c5839.html
%SEDAR: 00030606E
For further information:
Additional information on Northcliff 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.
CO: Northcliff Resources Ltd.
CNW 07:45e 02-MAR-21