Northcliff Resources Ltd. announced that has entered into secured loan agreement with existing investor Todd Sisson (NZ) Ltd. for gross proceeds of CAD 5,200,000 on June 23, 2022. The loan bear interest at a rate of 10% per annum. The Convertible Loan can be drawn in four tranches (CAD 2,000,000, CAD 1,000,000, CAD 1,000,000 and CAD 1,200,000), with each draw being subject to the satisfaction of certain conditions precedent. Each tranche will have a term of up to 12 months from the date of draw. The Convertible Loan is convertible on the basis of the market price of the company shares at the time of conversion. Draws under the Convertible Loan are subject to, among other things, receipt of applicable regulatory approvals and receipt of disinterested Company shareholder approval.

The Convertible Loan and accrued interest thereon are repayable at any time by the Company without penalty, or can be settled at any time prior to maturity, either through issuances of shares in the Company or through the transfer of a part of the Company's interest in the Sisson Project Limited Partnership and its general partner, Sisson Mines Ltd. at the election of Investor. The conversion price used for a Share Settlement will be the lower of the 30-day volume weighted average share price of the Company on the Toronto Stock Exchange at the date a conversion notice is provided by Todd with a 35% discount applied, in the case of a Share Settlement, or the Company's share price in an equity offering transaction. Alternatively, the general and limited partnership interest to be transferred under the Partnership Settlement will be determined as the percentage that the Convertible Loan plus accrued interest represents of the implied value of the Sisson Partnership based on the 30-day volume-weighted average share price of the Company on the TSX at the date a conversion notice is provided by Investor.

Todd Sisson (NZ) Ltd. currently holds an aggregate of 102,626,569 Company shares, representing approximately 47.83% of the issued and outstanding Company shares. If the currently outstanding CAD 1,000,000 aggregate principal amount of convertible loans and the Convertible Loan were converted in full into Company shares as noted above, Todd Sisson (NZ) Ltd. would hold an aggregate of 307,959,901 Company shares, representing approximately 73.34% of the then issued and outstanding Company shares.