Northcliff Resources Ltd. announced that it expects to receive CAD 5.2 million in funding from Todd Sisson (NZ) Ltd.
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.