Northcliff Resources Ltd. announces non-brokered private placement of 37,333,333 common shares at an issue price of CAD 0.01875 per common share for gross proceeds of CAD 699,999.99375 on January 23, 2024. The transaction will include participation from returning investor Todd Sisson (NZ) Limited. The Common Shares issued are subject to applicable resale restrictions, including a hold period of four months and one day from the closing of the Private Placement under Canadian securities rules.

The Private Placement is subject to customary closing conditions including final Toronto Stock Exchange approval. The investor currently owns a total of 439,058,144 Common Shares in the capital and after its participation in the Private Placement will hold 476,391,477 Common Shares or an 80.86% interest in the Company.