Announcement • Aug 01
Northcliff Resources Ltd. announced that it expects to receive CAD 7.349639 million in funding from Todd Sisson (NZ) Ltd. Northcliff Resources Ltd. announced that it has entered into a secured convertible loan agreement with Todd Sisson (NZ) Limited a subsidiary of the Todd Corporation, the Company's largest shareholder for gross proceeds of CAD 7,349,639 on July 31, 2026. The Loan is a secured loan facility. The Loan will bear interest at a rate of the annual rate of interest which the Royal Bank of Canada establishes at its principal office in Toronto as the reference rate of interest to determine interest rates it will charge at such time for demand loans in Canadian dollars made to its customers in Canada and which it refers to as its "prime rate of interest" (the "RBC Prime Rate") plus 6% interest per annum and has a term of 18 months with the interest payable at maturity. The Loan includes a 2% commitment fee (the "Commitment Fee") which shall be capitalized and added to the principal amount of the Loan as of July 31, 2026. The Loan may be prepaid, without penalty, subject to a minimum prepayment amount of CAD 1,000,000 and integral multiples thereof, at any time by the Northcliff making payment to Todd. The Loan is a convertible loan agreement and is subject to conversion into Northcliff common shares upon notice by Todd. The conversion price used for conversion of the Loan into Northcliff common shares will be the five-day volume weighted average share price on the TSX ending on and including the date of the conversion notice with a discount of the lesser of 20% and the maximum discount to the market price of the Northcliff common shares then permitted under Section 607(e) of the TSX Company Manual. The Loan is exempt from the formal valuation and disinterested shareholder approval requirements of MI 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") pursuant to the di minimis exemption contained therein. Todd currently holds 80.96% of the issued and outstanding shares of Northcliff. Board Change • Jul 06
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 3 non-independent directors. Independent Director Scott Cousens was the last independent director to join the board, commencing their role in 2012. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Feb 10
Northcliff Resources Ltd., Annual General Meeting, Apr 23, 2026 Northcliff Resources Ltd., Annual General Meeting, Apr 23, 2026. 
