WELLINGTON, New Zealand, June 23, 2022 (GLOBE NEWSWIRE) — Todd Minerals Ltd. (“Todd”) announced that its wholly-owned subsidiary, Todd Sisson (NZ) Limited (“Todd Holdco”), has entered into two secured loan agreements with Northcliff Resources Ltd. (the “Company”) – an initial loan agreement providing for a loan in the aggregate principal amount of C$750,000 and a term of up to six months (the “Initial Loan”), and a convertible loan agreement providing for a loan in the aggregate principal amount of up to C$5,200,000 (the “Convertible Loan”). Both loans bear interest at a rate of 10% per annum. The 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.

Draws under the Convertible Loan are subject to, among other things, receipt of applicable regulatory approvals and receipt of disinterested Company shareholder approval. The first proceeds of the Convertible Loan must be used to repay the Initial Loan and accrued interest thereon.

The Convertible Loan 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 issuances of shares in the Company (“Share Settlement”) or through the transfer of a 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 a Share Settlement will be the lower of (a) the 30-day volume weighted average share price of the Company on the Toronto Stock Exchange (“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 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 is 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 and the full draw of the full C$5,200,000 under the Convertible Loan and the conversion of all principal and accrued interest to the currently scheduled maturity dates, Todd Holdco could receive an aggregate of 176,000,000 Company shares, representing approximately 82% of the currently issued and outstanding shares.

Todd Holdco currently holds an aggregate of 102,626,569 Company shares, representing approximately 47.83% of the issued and outstanding Company shares. If the currently outstanding C$1,000,000 aggregate principal amount of convertible loans and the Convertible Loan were converted in full into Company shares as noted above, Todd Holdco would hold an aggregate of 307,959,901 Company shares, representing approximately 73.34% 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 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
[email protected]
+64 27 482 1504

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