Todd Minerals Ltd. Announces Further Investment In Northcliff Resources Ltd.

January 23, 2024

WELLINGTON, New Zealand, Jan. 23, 2024 (GLOBE NEWSWIRE) — Todd Minerals Ltd. (“Todd”) announced that its wholly-owned subsidiary, Todd Sisson (NZ) Limited (“Todd Holdco”), has entered into a subscription agreement (the “Subscription Agreement”) with Northcliff Resources Ltd. (the “Company”), pursuant to which Todd Holdco will acquire 37,333,333 common shares in the capital of the Company (“Common Shares”) at a purchase price per Common Share of C$0.01875, for an aggregate purchase price of $700,000.00. The subscription is currently expected to be completed by the end of January.

Prior to the subscription, Todd Holdco held an aggregate of 439,058,144 Common Shares, representing approximately 79.57% of the issued and outstanding Common Shares. Todd Holdco’s ownership also reflects the conversion by Todd Holdco of the fourth tranche of the aggregate C$5,200,000.00 loan provided by Todd, through its wholly-owned subsidiary, Todd Holdco, to the Company, pursuant to the terms of the June 2022 convertible loan agreement (the “Convertible Loan”), which matured in accordance with its terms, in December 2023. The principal amount of C$1,200,000.00 and accrued but unpaid interest of C$120,000.00 was converted into an aggregate of 69,473,684 Common Shares.

Following the acquisition of additional Common Shares pursuant to the Subscription Agreement, Todd Holdco will hold an aggregate of 476,391,477 Common Shares, representing approximately 80.87% of the issued and outstanding Common Shares.

The head office of the Company is located at 1040 West Georgia Street, 14th 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 Common Shares for investment purposes and may or may not purchase or sell securities of the Company, 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.sedarplus.ca. 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
cbanks@toddcorporation.com
+64 27 482 1504

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