NORTHCLIFF SETTLES LOAN

Northcliff Resources Ltd. settled its $7.349 million convertible loan agreement in full on August 17, 2026. The settlement was executed by issuing 32,856,205 common shares to Todd Sisson (NZ) Limited, a subsidiary of the company's largest shareholder, Todd Corporation. The total settlement value, including accrued interest, was $7,561,756.

Following the transaction, Todd Sisson (NZ) Limited holds 543,249,381 shares, increasing its ownership stake to 81.90%. The loan had been previously approved by the board on July 31, 2026, and followed a series of amendments extending maturity dates throughout mid-2026. The transaction effectively converts bridge debt into equity, removing interest-bearing obligations but increasing share count and consolidating control with the existing majority shareholder.

Northcliff Resources Ltd. (NCF) announced the conversion of a previously disclosed bridge loan into equity, a transaction that restructures existing debt into shares without raising new capital. The move eliminates an interest-bearing liability while diluting minority shareholders; however, because Todd Corporation already held approximately 80.96% of the company prior to the issuance, the incremental dilution is minimal relative to the total float and serves to consolidate control rather than alter the strategic direction.

The market had already priced in the loan amendments and conversion terms throughout July 2026, meaning the settlement confirms execution but adds no new fundamental catalysts. Financially, Northcliff remains in a pre-revenue development stage with a working capital deficit and an explicit going concern warning. The debt settlement does not resolve the underlying cash burn or near-term capital requirements.

Northcliff Resources Ltd. is focused on the Sisson tungsten-molybdenum project located near tidewater in New Brunswick, Canada. The project hosts a large, historically defined deposit with a 2013 feasibility study outlining an open-pit mine, conventional processing, and a value-added ammonium paratungstate plant. Environmental Impact Assessments (EIA) received provincial approval in 2015 and federal approval in 2017. Additional authorizations (MDMER, Fisheries Act) were secured in 2019 and 2020.

The company is currently in the pre-construction phase, advancing an updated feasibility study led by Ausenco Engineering Canada ULC, expected to complete in mid-2026. Government funding secured includes $15 million (US) from the U.S. Department of Defense under the Defense Production Act Title III program and up to $8.214 million (CAD) from Natural Resources Canada's Global Partnerships Initiative. The project is listed on Canada's Nation Building Projects list, unlocking potential financial and regulatory assistance through the Major Projects Office.