Todd Minerals Ltd. Announces Conversion of Northcliff Resources Loan

WELLINGTON, New Zealand, Oct. 30, 2023 (GLOBE NEWSWIRE) -- Todd Minerals Ltd. ("Todd") announced that the first, second and third tranches of the aggregate $5,200,000 loan provided by Todd, through its wholly-owned subsidiary, Todd Sisson (NZ) Limited ("Todd Holdco"), to Northcliff Resources Ltd. (the "Company"), pursuant to the terms of the June 2022 convertible loan agreement (the "Convertible Loan") have matured. The principal amount of C$4,000,000 and accrued but unpaid interest of C$400,000, corresponding with the first, second and third tranches of the Convertible Loan, have been converted into common shares in the capital of the Company ("Common Shares") in accordance with the terms of the Convertible Loan.

The first tranche of the Convertible Loan was converted at a conversion price of C$0.020 per common share, being the 30-day volume weighted average share price of the Company on the Toronto Stock Exchange ("TSX") at September 28, 2023, the date of notice of conversion, less a 35% discount.

The second and third tranches of the Convertible Loan were converted at a conversion price of C$0.019 per common share, being the 30-day volume weighted average share price of the Company on the TSX at October 19, 2023, the date of notice of conversion, less a 35% discount.

As a result of the conversion, an aggregate of 225,789,474 Common Shares, representing approximately 88.02% of the issued and outstanding Common Shares, were issued to Todd Holdco. Prior to the conversion, Todd Holdco held an aggregate of 143,794,986 Common Shares, representing approximately 56.06% of the issued and outstanding Common Shares. Following conversion of the Convertible Loan, Todd Holdco holds an aggregate of 369,584,460 Common Shares, representing approximately 76.63% of the issued and outstanding Common Shares.

An aggregate of C$1,200,000 principal amount remains outstanding under the terms of the Convertible Loan. The Convertible Loan provided the Company with the right to draw funds in up to four tranches (C$2,000,000, C$1,000,000, C$1,000,000 and C$1,200,000). Each tranche has a term of up to 12 months from the date of draw. As of November 2022, the full amount of the Convertible Loan had been drawn by the Company.

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 ("Share Settlement") or transfer of part of the Company's interest in the Sisson Project Limited Partnership and its general partner, Sisson Mines Ltd. ("Partnership Settlement"), at the election of Todd. The conversion price ("Conversion Price") used for a Share Settlement of the Convertible Loan will be the lower of (a) the 30-day volume weighted average share price of the Company on the TSX at the date a conversion notice is provided by Todd with a 35% discount applied, in the case of a Share Settlement, or (b) the Company's share price in an equity offering transaction (the "Offering"). For the Share Settlement, the maximum discount (currently 35%) allowed under the TSX rules will be applied to the Conversion Price. 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 Todd.

As the Convertible Loan is convertible on the basis of the market price of the Common Shares at the time of conversion, the actual number of shares issuable (should Todd elect a Share Settlement) in respect of the fourth tranche of the Convertible Loan is not yet known. However, assuming a Company share price of C$0.019 with a 35% discount applied, the conversion of the remaining principal outstanding and accrued interest to the currently scheduled maturity date, Todd Holdco could receive an aggregate of 69,473,684 Common Shares, resulting in Todd Holdco holding approximately 79.57% of the then issued and outstanding Common Shares.

The head office of the Company is located at 1040 West Georgia Street, 14^th Floor, Vancouver, British Columbia, V6E 4H1.

About Todd Minerals Ltd. and Todd Corporation

Todd is the subsidiary of Todd Corporation, charged with the development of Todd Corporation's mineral investments. Todd Corporation is family owned and is one of New Zealand's largest and most successful companies. The company has interests in oil and gas exploration and production, electricity generation, energy retailing, technology, property and healthcare. Todd Minerals Ltd. is headquartered at The Todd Building, 95 Customhouse Quay, PO Box 3141, Wellington, New Zealand.

Todd purchased the loans for investment purposes and may or may not purchase or sell securities of the Company, or convert its loans into Common Shares and/or interests in the Sisson Project Limited Partnership, in the future on the open market or in private transactions, depending on market conditions and other factors. Todd currently has no other plans or intentions that relate to its investment in the Company. Depending on market conditions, general economic and industry conditions, the Company's business and financial condition and/or other relevant factors, Todd may at any time develop other plans or intentions in the future relating to one or more of the above items. A copy of the early warning report to be filed by Todd in connection with the investment will be available on the Company's profile on SEDAR at www.sedar.com. Alternatively, you may contact Chris Banks at +64 27 482 1504 in order to obtain a copy of the report.

For more information:

Chris Banks
Group Company Secretary
[email protected]
+64 27 482 1504