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

About this update from Northcliff Resources Ltd.

WELLINGTON, New Zealand, Aug. 1, 2026 /CNW/ -- Todd Minerals Ltd. ("Todd") announced that on July 31, 2026 its wholly-owned subsidiary, Todd Sisson (NZ) Limited ("Todd Holdco"), entered into a new convertible loan agreement (the "Loan") with Northcliff Resources Ltd. (the "Company"). The advance under the Loan is being used to refinance the outstanding loans owing from the Company to Todd Holdco. The Loan has an aggregate principal amount of $7,349,636 (which includes outstanding principal of the prior loans plus accrued but unpaid interest). The Loan is secured, bears interest at a rate equal to the Royal Bank of Canada prime rate plus 6% per annum. The Loan will mature on January 31, 2028, unless earlier repaid or converted. The principal amount of the Loan and accrued interest thereon are repayable at any time by the Company without penalty, or can be settled at maturity, through issuances of common shares of the Company ("Share Settlement"). The conversion price ("Conversion Price") used for the Share Settlement will be the volume weighted average share price of the Company on the Toronto Stock Exchange ("TSX") for the five trading days immediately preceding the date of a conversion notice from Todd, less the lesser of 20% and the maximum permitted discount permitted by the TSX. In addition, the Company has agreed to pay Todd Holdco a commitment fee equal to 2% of the Loan and pay an expense reimbursement in the amount of $50,000, both of which may only be satisfied upon conversion into Company shares. As the loans are convertible on the basis of the market price of the Company shares at the time of conversion, the actual number of shares issuable is not yet known. However, assuming a Company share price of $0.27 less a 20% discount and the current value of the Loan through to maturity, including all accrued interest as well as the commitment fee and expense reimbursement, Todd Holdco could receive an aggregate of 40,429,663 Company shares, representing approximately 6.4% of the currently issued and outstanding shares. The Loan provides for a maximum of 55,790,793 Company shares being issuable on conversion. Todd Holdco currently holds an aggregate of 510,393,182 Company shares, representing approximately 80.96% of the currently issued and outstanding Company shares. If the Loan was converted in full into Company shares as noted above, Todd Holdco wou...

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