Northcliff arranges $3.5-million loan from Todd

Executive Summary

• Northcliff Resources Ltd. entered into a secured loan agreement for C$3.5 million with Todd Sisson (NZ) Ltd., the company’s largest shareholder.
• The loan bears interest at prime + 6% per annum, has a term of up to six months, and may be repaid early without penalty.
• Proceeds will be used to settle liabilities related to HDSI and director fees, reimburse eligible critical‑minerals program expenditures, fund ineligible but necessary operating costs, support developmental work on the Sisson tungsten‑molybdenum project, and provide general working capital.

Key Details

• Loan Amount: C$3.5 million (US‑equivalent) secured loan.
• Lender: Todd Sisson (NZ) Ltd., a subsidiary of Todd Corp., which holds 81.35% of Northcliff’s shares and an 11.5% interest in the Sisson partnership.
• Interest Rate: Prime rate (as set by Royal Bank of Canada) + 6% per annum; interest payable at maturity.
• Term: Up to six months; loan and accrued interest repayable at any time without penalty, but must be settled at the earlier of maturity or upon drawdown from a future convertible loan agreement with Todd.
• Use of Proceeds:
• Settlement of current and accrued liabilities/payables related to HDSI and director fees.
• Reimbursement for eligible expenditures under Canadian Global Partnerships Initiative (GPI) funding and U.S. Defense Production Act (DPA) Title III funding (referencing Northcliff releases dated May 1 2025 and Aug 7 2025).
• Funding of ineligible but necessary operational expenses.
• Developmental costs for the Sisson tungsten‑molybdenum project (critical minerals project in New Brunswick, Canada).
• General working capital.
• Regulatory/Shareholder Approval: Loan exempt from formal valuation and disinterested shareholder approval under MI 61‑101 de minimis exemption; still subject to regulatory approval.
• Ownership Structure: Todd holds 81.35% of Northcliff’s issued & outstanding shares and an 11.5% interest in the Sisson partnership; Northcliff owns an 88.5% interest in that partnership.

Notable Quotes

(No direct quotes were provided in the release.)