Date Closed

October 16, 2013

Lead Office

Vancouver

Value

39.00 Million USD

On October 16, 2013, Northcliff Resources Ltd. ("Northcliff" or the "Company") announced it has closed its financing with Todd Minerals Ltd. ("Todd") for the Sisson Tungsten-Molybdenum Project (the "Sisson Project") located in central New Brunswick, Canada. Todd is a subsidiary of the family owned Todd Corporation, one of New Zealand's most successful companies and which has a growing portfolio of mineral investments.
 
Todd completed a private placement of US$5 million and acquired ownership and control of 13,888,889 common shares of Northcliff, becoming the largest shareholder of the Company with an approximate 15% interest in Northcliff. In addition, Todd and Northcliff entered into a limited partnership agreement under the name of the Sisson Project Limited Partnership (the "Limited Partnership") in which Todd acquired an initial 11.5% interest for an initial contribution of US$14 million in the Sisson Project on a staged basis, with an initial payment of US$5 million made on the closing date. In addition, Todd has the option to acquire an additional 10% interest in the Limited Partnership by investing US$20 million in the Limited Partnership upon a final investment decision to commence construction.
 
As part of its investment, Todd was entitled to nominate a director to the board of Northcliff and Mr. Michael Wolley, Vice President Minerals and Coal for the Todd Corporation was nominated and approved on closing.

Northcliff, headquartered in Vancouver, British Columbia, is a mineral resource company.

McCarthy Tétrault LLP represented Northcliff, with a team led by Roger Taplin (Mining and Project Finance).