Mr. Andrew Ing reports

NORTHCLIFF ANNOUNCES C$7.349 MILLION LOAN FUNDING

Northcliff Resources Ltd. has entered into a secured convertible loan agreement for an amount of $7,349,000 with Todd Sisson (N.Z.) Ltd., a subsidiary of the Todd Corp., the company's largest shareholder.

The loan will be used for the purpose of repaying amounts outstanding under previous loan agreements with Todd.

The loan is a secured loan facility in the amount of $7,349,639 and was deemed drawn by Northcliff in a single advance by Todd on July 31, 2026. The loan will bear interest at a rate of the annual rate of interest, which Royal Bank of Canada establishes at its principal office in Toronto as the reference rate of interest to determine interest rates it will charge at such time for demand loans in Canadian dollars made to its customers in Canada and which it refers to as its prime rate of interest plus 6-per-cent interest per annum and has a term of 18 months with the interest payable at maturity. The loan includes a 2-per-cent commitment fee, which shall be capitalized and added to the principal amount of the loan as of July 31, 2026.

The loan may be prepaid, without penalty, subject to a minimum prepayment amount of $1-million and integral multiples thereof, at any time by Northcliff making payment to Todd. The loan is a convertible loan agreement and is subject to conversion into Northcliff common shares upon notice by Todd. The conversion price used for conversion of the loan into Northcliff common shares will be the five-day volume-weighted average share price on the Toronto Stock Exchange ending on and including the date of the conversion notice with a discount of the lesser of 20 per cetn and the maximum discount to the market price of the Northcliff common shares then permitted under Section 607(e) of the TSX company manual.

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 di minimis exemption contained therein.

Todd currently holds 80.96 per cent of the issued and outstanding shares of Northcliff.

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.