Mr. Andrew Ing reports

NORTHCLIFF ANNOUNCES C$3.5 MILLION LOAN FUNDING

Northcliff Resources Ltd. has entered into a secured loan agreement in the amount of $3.5-million with Todd Sisson (NZ) Ltd., a subsidiary of the Todd Corp., the company's largest shareholder.

The loan financing will be used for the following:

• The settlement of all current and accrued liabilities and payables relating to HDSI and director fees;
• The reimbursement review period for eligible expenditures in conjunction with certain U.S. and Canadian governmental critical minerals programs, including Canadian Global Partnerships Initiative (GPI) funding awarded by the government of Canada and U.S. Defense Production Act (DPA) Title III funding awarded by the U.S. Department of Defense (DoD), as detailed in Northcliff's May 1, 2025, and Aug. 7, 2025, new releases;
• Expenditures that are ineligible under such programs but which are necessary to the operations of Northcliff;
• Certain developmental costs in connection with the company's Sisson tungsten-molybdenum project, a critical minerals project in New Brunswick, Canada;
• General working capital purposes.

The loan is a secured loan facility in the amount of $3.5-million, will bear interest at the prime rate (as established by Royal Bank of Canada) plus 6 per cent per annum and has a term of up to six months, with the interest payable at maturity. The loan and accrued interest are repayable at any time by the company without penalty, but must be settled at the earlier of: (a) maturity; or (b) on the date upon which the company draws down from a convertible loan agreement to be entered into between Northcliff and Todd at a later date.

The loan is exempt from the formal valuation and disinterested shareholder approval requirements of MI 61-101, Protection of Minority Security Holders in Special Transactions, pursuant to the de minimis exemption contained therein. The terms of the loan are also subject to regulatory approval.

Todd currently holds 81.35 per cent of the issued and outstanding shares of Northcliff and an 11.5-per-cent interest in the Sisson partnership. Northcliff owns an 88.5-per-cent interest in the Sisson partnership, which owns the Sisson project.

About Northcliff Resources Ltd.

Northcliff is a mineral resource company focused on advancing the feasibility-stage Sisson tungsten-molybdenum project, located in New Brunswick, Canada, to production.

We seek Safe Harbor.