Northcliff Resources Ltd T.NCF

Todd Minerals Ltd. Announces Further Investment in Northclif

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Todd Minerals Ltd. Announces Further Investment in Northcliff Resources Ltd.
WELLINGTON, New Zealand, Jan. 17, 2022 (GLOBE NEWSWIRE) -- Todd Minerals Ltd. (“Todd”) announced that on January 10, 2022, its wholly-owned subsidiary, Todd Sisson (NZ) Limited (“Todd Holdco”), has provided a further loan to Northcliff Resources Ltd. (the “Company”) in the aggregate amount of C$500,000. The loan is the second tranche of a two-tranche loan provided pursuant to the terms of an August 2021 convertible loan agreement. As a result of the current funding, the C$1,000,000 of funding available under the August 2021 convertible loan agreement has been fully drawn. In addition, Todd previously provided the Company with an aggregate of C$800,000 in funding over two tranches pursuant to the terms of an October 2020 convertible loan agreement.

The loans are secured, bear interest at a rate of 10% per annum and have term of 12 months with the interest payable at maturity. The term of the October 2020 loan was extended to March 2022. The loans and accrued interest are 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. 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.
Pursuant to the rules of the TSX, disinterested Company shareholder approval was obtained to permit the issuance of Company shares representing more than 10% of the outstanding share capital of the Company in respect of the conversion of the October 2020 and March 2021 loans. Subject to any future TSX and Company shareholder approvals, the August 2021 and January 2022 loans may be converted into a maximum of 19,113,182 Company shares.
As the loans are convertible on the basis of the market price of the Company shares at the time of conversion, the actual number of shares issuable is not yet known. However, assuming a Company share price of $0.05 and the full conversion of all principal and accrued interest to the currently scheduled maturity dates, Todd Holdco could receive an aggregate of 53,247,121 Company shares, representing approximately 27.8% of the currently issued and outstanding shares.
Todd Holdco currently holds an aggregate of 79,204,598 Company shares, representing approximately 41.4% of the issued and outstanding Company shares. If the convertible loans were converted in full into Company shares as noted above, Todd Holdco would hold an aggregate of 132,451,719 Company shares, representing approximately 54.2% of the then issued and outstanding Company shares.
The head office of the Company is located at 1040 West Georgia Street, 15th Floor, Vancouver, British Columbia, V6E 4H1.
About Todd Minerals Ltd. and Todd Corporation
Todd is the subsidiary of Todd Corporation, charged with the development of Todd Corporation's mineral investments. Todd Corporation is family owned and is one of New Zealand's largest and most successful companies. The company has interests in oil and gas exploration and production, electricity generation, energy retailing and healthcare. Todd Minerals Ltd. is headquartered at The Todd Building, 95 Customhouse Quay, PO Box 3141, Wellington, New Zealand.
Todd purchased the loans for investment purposes and may or may not purchase or sell securities of the Company, or convert its loans in Company shares and/or interests in the Sisson Project Limited Partnership, in the future on the open market or in private transactions, depending on market conditions and other factors. Todd currently has no other plans or intentions that relate to its investment in the Company. Depending on market conditions, general economic and industry conditions, the Company’s business and financial condition and/or other relevant factors, Todd may at any time develop other plans or intentions in the future relating to one or more of the above items. A copy of the early warning report to be filed by Todd in connection with the investment will be available on the Company’s profile on SEDAR at www.sedar.com. Alternatively, you may contact Kate Grimes at [phone] in order to obtain a copy of the report.
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