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Todd Minerals Ltd. Announces Conversion of Northcliff Resources Loan

·6 min read
Todd Minerals Ltd.
Todd Minerals Ltd.

WELLINGTON, New Zealand, Sept. 14, 2022 (GLOBE NEWSWIRE) -- Todd Minerals Ltd. (“Todd”) announced that the first tranche of the 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 August 2021 convertible loan agreement (the “Convertible Loan”) has matured and the outstanding principal amount of C$500,000 and accrued but unpaid interest of C$51,643.84 has been converted on September 13, 2022 into common shares in the capital of the Company in accordance with the terms of the Convertible Loan.

The Convertible Loan was converted at a conversion price of C$0.032 per common share, being the higher of the 5-day or 30-day volume weighted average share price of the Company on the Toronto Stock Exchange (“TSX”) at September 9, 2022, the date of notice of conversion, less a 25% discount.

As a result of the conversion, an aggregate of 17,512,503 common shares were issued to Todd Holdco. Prior to the conversion, Todd Holdco held an aggregate of 102,626,569 Company shares, representing approximately 47.83% of the issued and outstanding Company shares. Following conversion of the Convertible Loan, Todd Holdco holds an aggregate of 120,139,072 Company shares, representing approximately 51.77% of the issued and outstanding Company shares.

In addition, C$500,000 aggregate principal amount remains outstanding under the terms of the Convertible Loan. The remaining loan is secured, bears interest at a rate of 10% per annum and has term of 12 months with the interest payable at maturity on January 10, 2023. The loan and accrued interest are repayable at any time by the Company without penalty, or can be settled at 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 the Share Settlement or Partnership Settlement of the Convertible Loan will be the higher of the 5-day or 30-day volume weighted average share price of the Company on the Toronto Stock Exchange (“TSX”) at the maturity date. For the Share Settlement, the maximum discount (currently 25%) 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 Loan plus accrued interest represents of the implied value of the Sisson Partnership based on the Conversion Price.

In addition, Todd Holdco previously entered into a secured convertible loan agreement with the Company providing for a loan in the aggregate principal amount of up to C$5,200,000 (the “2022 Convertible Loan”). The 2022 Convertible Loan can be drawn in four tranches (C$2,000,000, C$1,000,000, C$1,000,000 and C$1,200,000), with each draw being subject to the satisfaction of certain conditions precedent. Each tranche will have a term of up to 12 months from the date of draw.

The 2022 Convertible Loan, once drawn, 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 a Share Settlement or through a Partnership Settlement, at the election of Todd. The conversion price used for a Share Settlement of the 2022 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 the Company’s share price in an equity offering transaction (the “Offering”). Alternatively, the general and limited partnership interest to be transferred under the Partnership Settlement will be determined as the percentage that the 2022 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 and 2022 Convertible 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 (should Todd elect a Share Settlement) is not yet known. However, assuming a Company share price of $0.05 in respect of the remaining balance and accrued interest under the Convertible Loan and the full draw of the C$5,200,000 under the 2022 Convertible Loan and the conversion of all principal and accrued interest to the currently scheduled maturity dates, Todd Holdco could receive an aggregate of 554,666,666 Company shares, resulting in Todd Holdco holding approximately 83.7% of the then issued and outstanding Company shares.

The head office of the Company is located at 1040 West Georgia Street, 15th 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 Company 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
cbanks@toddcorporation.com
+64 27 482 1504