VANCOUVER, Feb. 22, 2017 /CNW/ - Northcliff Resources
Ltd. ("Northcliff" or the "Company") (TSX: NCF) is pleased to
announce that pursuant to the shareholder authorization received at
its Extraordinary General Meeting of shareholders ("EGM") held on
December 13, 2016, that it will be
seeking to complete the follow-on private placement financing (the
"Follow-on Financing") described in the information circular for
the EGM which is filed at www.sedar.com. The Follow-on Financing
involves the proposed issuance of up to a total of 36,363,636
Common Shares at a price of $0.11 per
Common Share for gross proceeds to the Company of up to
$4 million. The Follow-on
Financing price is at the same price as the December 2016 private placement financing and is
required to complete by March 17,
2017.
If fully subscribed, the total number of shares outstanding for
Northcliff will increase to 170,042,145.
The Todd Corporation ("Todd") currently owns a total of
48,541,616 Common Shares in the capital of Northcliff after its
participation in the December 2016
private placement financing (see news releases issued on
October 27, 2016 and December 15, 2016), representing 36.3% of the
Company's outstanding Common Shares. Pursuant to its
pre-emptive right to maintain its interest at 36.3%, Todd will have
the option to participate in the Follow-on Financing to the extent
of its 36.3% interest for up to 13,204,439 shares.
No directors, officers or insiders (aside from Todd pursuant to
its pre-emptive right) are participating in the Follow-on
Financing.
The Common Shares issued are subject to applicable resale
restrictions, including a four month hold period under Canadian
securities rules. The Follow-on Financing is subject to execution
of definitive agreements with investors and customary closing
conditions including final Toronto Stock Exchange approval.
Proceeds of the Follow-on Financing will be used to fund the
Company's share of expenditures related to the Sisson Project and
for working capital and general corporate purposes.
About Northcliff Resources Ltd.
Northcliff, associated with Hunter Dickinson Inc. (HDI), is a
mineral resource company focused on advancing the Sisson
Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.
The results of the Feasibility Study completed in
January 2013 confirm that the Sisson
Project is technically and economically feasible and can move on to
the next stage of development.
The Sisson Environmental Impact Assessment Report (the "EIA
Report") was submitted to both the federal Canadian Environmental
Assessment Agency ("CEAA") and the New Brunswick Department of
Environment and Local Government in July
2013. The Company received provincial EIA Report approval on
December 3, 2015. A federal decision
from CEAA is pending. Permit applications for construction and
operation will be finalized and submitted following a positive
federal decision.
Bryce Hamming
Chief Financial Officer
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address the in-progress
Follow-on Financing, or other events that the Company expects, are
forward-looking statements. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in the forward-looking statements. Investors
are cautioned that any such statements are not guarantees of future
performance and actual results or developments may differ
materially from those projected in the forward-looking statements.
For more information on the Company, investors should review the
Company's continuous disclosure filings that are available at
www.sedar.com.
No regulatory authority has approved or disapproved the contents
of this news release.
SOURCE Northcliff Resources Ltd.