NORTHCLIFF ANNOUNCES C$7.349 MILLION LOAN FUNDING

Northcliff Resources Ltd. has entered into a secured convertible loan agreement for C$7.349 million with Todd Sisson (NZ) Limited, a subsidiary of Todd Corporation. Todd Corporation currently holds 80.96% of Northcliff's outstanding shares. The loan was drawn on July 31, 2026, and the proceeds are strictly designated to repay amounts outstanding under previous short-term loan agreements with Todd.

The facility carries an interest rate of the RBC Prime Rate plus 6% per annum, with interest payable at maturity. The term is 18 months, extending the maturity to January 31, 2028. A 2% commitment fee is capitalized into the principal. The loan is convertible into Northcliff common shares upon notice by Todd, using a five-day VWAP with a discount of up to 20%. This transaction follows a rapid series of amendments throughout 2026 (May, June, July) that repeatedly extended the maturity date to July 31, 2026, indicating the company was unable to refinance on better terms or raise equity in the interim.

Northcliff Resources Ltd. (NCF) has executed a routine refinancing that converts short-term bridge debt into a longer-term facility. The transaction avoids an immediate default but introduces significant dilution risk due to the conversion discount and does not provide new operating capital. The interest burden is steep at Prime + 6%, and the capitalized fee increases the principal obligation.

The market likely anticipated this refinancing given the history of monthly amendments and the explicit going concern flag in the Q2-2026 MD&A. The news is in line with previous expectations and provides an 18-month runway, but it does not solve the underlying cash burn or working capital deficit.

Northcliff Resources Ltd. (NCF) is advancing the Sisson tungsten-molybdenum project in New Brunswick, Canada. The asset is currently in the pre-construction phase, following a feasibility study completed in 2013. The company is now updating that study and conducting front-end basic engineering, which includes geotechnical drilling and test pitting.

The project has secured necessary regulatory approvals, including provincial Environmental Impact Assessment approval in 2015 and federal approval in 2017. To offset development costs, Northcliff has secured approximately C$28.9 million in combined government funding. This includes US$15 million from the U.S. Defense Production Act Title III and up to C$8.214 million from Natural Resources Canada. Additionally, the company was added to Canada's Major Projects Office list in November 2025, a move that unlocks additional regulatory and financial support.