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To: Goose94 who wrote (2207)	10/3/2013 8:25:29 AM
From: Goose94	Read Replies (2) \| Respond to of 202829

Northcliff Resources (NCF-V) to receive up to $39-million for Sisson Oct 3rd 2013 - News Release Northcliff Resources Ltd. and Todd Minerals Ltd. have entered into agreements for Todd to provide up to $39-million in financing for the Sisson tungsten-molybdenum project located in central New Brunswick, Canada, in exchange for a direct interest in the Sisson project and shares in Northcliff. 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. Details of the investment by Todd are: Investment in Northcliff Todd will complete a private placement and will acquire ownership and control of 13,888,889 common shares of Northcliff for $5 million, at a share price of $0.36 per share. The price paid for the private placement represents a 20 percent premium to the 30 day volume-weighted average price on the Toronto Stock Exchange prior to announcement. Todd will become the largest shareholder of the Company with an approximate 15% interest in Northcliff and Todd will have the right to nominate a board member to the Northcliff board and the right to maintain its 15% shareholding in Northcliff by participating pro rata in any future common share offering of Northcliff. Todd has agreed that it will not, subject to certain exceptions, sell its shares in Northcliff until 24 months after closing of the investment. Sisson Project Interest Todd and Northcliff will enter into a limited partnership agreement under the name of the Sisson Project Limited Partnership (the "Limited Partnership") to advance and operate the Sisson Project. Todd will have the right to acquire an initial 11.5% interest in the Limited Partnership by investing $14 million on a staged basis. Failure to complete the full $14 million investment will result in Todd divesting its entire interest in the Limited Partnership. Todd's initial investment will be made in three tranches with the first tranche of $5 million to be made on the execution date of the Limited Partnership agreement. The remaining two investment tranches of $5 million and $4 million are to be made by Todd upon completion of agreed project milestones. Todd holds an option to acquire an additional 10% interest in the Limited Partnership (for a total potential interest of 21.5% in the Limited Partnership) by investing $20 million in the Limited Partnership upon a final investment decision to commence construction. To the extent that Todd's investment has, from time to time, been exhausted to fund project expenses, Todd and Northcliff will each be required to fund their pro rata portions of the development capital of the Sisson Project. Todd and Northcliff will have pro rata representation on the board of the General Partner of the Limited Partnership. Northcliff will be the operator of the Sisson Project under the terms of a management services agreement with the General Partner of the Limited Partnership. Northcliff President & CEO Chris Zahovskis said, "We are extremely pleased to have Todd join us at this important stage of the Sisson Project's advancement. Tungsten market fundamentals remain strong with robust prices and continued supply restrictions out of China. These factors underpin the investment case for advanced tungsten deposits in low risk jurisdictions. Todd is an important strategic investor in the Sisson Project as Northcliff sets out to permit, build and operate the Sisson mine in New Brunswick." Todd Group CEO, Jon Young said, "Todd is pleased to be associated with the Sisson Project which, once developed, will be a significant new tungsten producer. The investment is consistent with Todd's strategy of partnering with proven operators to develop long-term projects." Zahovskis also noted "The initial funding from Todd totaling up to $19 million is earmarked for ongoing environmental work to support the harmonized Environmental Impact Assessment process currently being undertaken by the federal and provincial governments, as well as furthering design and engineering studies to advance planning from the feasibility study completed earlier this year, sourcing project financing and off-take arrangements." The positive feasibility study on the Sisson Project (see Northcliff news release dated January 29, 2013) confirmed the technical and economic robustness of the long-life open pit development and its potential to be a strategic near-term tungsten development in a stable jurisdiction. The study, prepared by Samuel Engineering, Inc. estimated annual average production of 557,000 mtu WO3 contained in APT and 4.1 million pounds Mo contained in concentrates over 27 years of operation based on a 30,000 tonne per day mill throughput1. The Sisson Project is expected to employ at least 300 people in New Brunswick with up to 500 during the construction phase. Northcliff Chairman Marchand Snyman said "The investment by Todd, which has an excellent track record of managing and investing in diverse fields for more than a century is a testament to the work done on the Sisson Project by the Northcliff team. We welcome Todd's participation in the Sisson Project as a long term partner." The transaction is subject to regulatory approvals and is scheduled to close in early October. We seek Safe Harbor.