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News Releases

Northcliff Announces New Directors And Chairman



February 1, 2013 Vancouver, BC - Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) announces the appointment of Marchand Snyman and David J. Copeland to the Company's Board of Directors, effective January 31, 2013. Mr. Snyman has also been nominated as Chairman of the Board of Directors, replacing Robert A. Dickinson who is stepping down but remains on the Board as a Director.

Marchand Snyman is a dual Australian and South African Chartered Accountant and mining executive who has more than 17 years of experience in corporate finance, with 14 years in the mining industry. His extensive industry experience includes having worked for Anglo Platinum Limited as General Manager of Corporate Finance and Development where he was responsible for managing joint venture negotiations, corporate tax structures and offshore corporate operations. From 2003 to 2006, Mr. Snyman was a director of Muratie Investments Pty Limited, an Australian mining consultant providing advisory services to businesses in Australia, China, South Africa and North America. In 2008, he became Chief Operating Officer of Hunter Dickinson Inc. (HDI).

David J. Copeland is a Professional Engineer with over 30 years of experience in a variety of capacities in mine exploration, discovery and development throughout the South Pacific, Africa, South America and North America and a particular focus on the engineering and permitting stages. He has been a key contributor to projects, providing expertise and leadership on the Mt. Milligan Copper-Gold Project in British Columbia (BC), the South Kemess mine in central BC, the Hollister development project in Nevada, USA, the Burnstone mine in South Africa and the Xietongmen project in Tibet, China. Mr. Copeland is also Director of Project Development at HDI.

Mr. Dickinson said "I would like to welcome the new directors to the Board and, in particular, Marchand Snyman who will be taking over from me as Chairman to facilitate Sisson's advancement through a strategic partnering process, project financing and permitting. With the recent announcement of a very strong feasibility study for the Sisson Project, I look forward to taking an active and ongoing role as a director of the Company."

"I am very pleased with the appointment of Dave Copeland and Marchand Snyman to Northcliff's Board of Directors, with Marchand assuming the role of Chairman. Their track record of success in mine development and financing speaks to the high level of experience and knowledge that they will bring to the Board and to the next stage of advancement of the Sisson Project," states Christopher Zahovskis, President & CEO. "On behalf of the Board of Directors, I would like to express our gratitude to Bob Dickinson for his many contributions and leadership during his time as Chairman."

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.

For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.

Christopher Zahovskis
President & CEO

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This document contains "forward-looking statements" that are based on Northcliff's expectations, estimates and projections as of the dates as of which those statements were made. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "outlook", "anticipate", "project", "target", "believe", "estimate", "expect", "intend", "should" and similar expressions.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These include but are not limited to:
  • uncertainties and costs related to the Company's exploration and development activities, such as those associated with determining whether mineral resources or reserves exist on a property;
  • uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures and economic returns from a mining project; uncertainties related to expected production rates, timing of production and the cash and total costs of production and milling;
  • uncertainties related to the ability to obtain necessary licenses, permits, electricity, surface rights and title for development projects;
  • operating and technical difficulties in connection with mining development activities;
  • uncertainties related to the accuracy of our mineral reserve and mineral resource estimates and our estimates of future production and future cash and total costs of production, and the geotechnical or hydrogeological nature of ore deposits, and diminishing quantities or grades of mineral reserves;
  • uncertainties related to unexpected judicial or regulatory proceedings;
  • changes in, and the effects of, the laws, regulations and government policies affecting our mining operations, particularly laws, regulations and policies relating to
    • mine expansions, environmental protection and associated compliance costs arising from exploration, mine development, mine operations and mine closures;
    • expected effective future tax rates in jurisdictions in which our operations are located;
    • the protection of the health and safety of mine workers; and
    • mineral rights ownership in countries where our mineral deposits are located;
  • changes in general economic conditions, the financial markets and in the demand and market price for gold, silver and other minerals and commodities, such as diesel fuel, coal, petroleum coke, steel, concrete, electricity and other forms of energy, mining equipment, and fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Canadian dollar;
  • unusual or unexpected formation, cave-ins, flooding, pressures, and precious metals losses, or other similar events (and the risk of inadequate insurance or inability to obtain insurance to cover these risks);
  • changes in accounting policies and methods we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates;
  • environmental issues and liabilities associated with mining including processing and stock piling ore;
  • geopolitical uncertainty and political and economic instability in countries which we operate; and
  • labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate mineral projects or mines, or environmental hazards, industrial accidents or other events or occurrences, including third party interference that interrupt the production of minerals in our mines.
For further information, investors should review the Company's filings that are available at www.sedar.com.
 
 

News Releases

$579 Million Sisson Project Has Potential to Generate More Than 300 Jobs for New Brunswick



Tungsten Project Hits Key Milestone with Release of Feasibility Study Results

January 29, 2013 -- Fredericton, New Brunswick -- Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) is pleased to announce it has completed a Feasibility Study for the Sisson Tungsten-Molybdenum Project, located in central New Brunswick. The results of the independent study confirm that the Sisson Project is technically and economically feasible and can now move on to the next stage of the CAD $579 million development.

Northcliff Resources CEO Chris Zahovskis said, "The results of the Feasibility Study have confirmed the economic and technical viability of the Sisson Project. This is an exciting and important resource development project for New Brunswick and we believe it has the potential to become a catalyst for growth in the provincial economy. The Sisson Project will benefit New Brunswick citizens and communities by maximizing local opportunities at every stage of project development. Residents and businesses of communities in the project area and the province of New Brunswick are given priority consideration for employment and contracting. The project will also generate significant tax revenues which could help fund improvements to roads, health care and schools in New Brunswick."

The responsible development of the Sisson Project will require a total capital investment of some $579 million and generate 300 direct operations jobs during the 27 year life of the project and up to 500 jobs during the project's two year construction phase. The Feasibility Study also illustrates the significant annual tax revenues that the Sisson Project will generate. At base level assumptions, the Sisson Project will generate more than $525 million in direct provincial tax revenues in 2013 dollars over its 27-year operating life, more than half of which will be collected under the current Metallic Minerals Act mining tax regime. On average, the Sisson Project will generate $19.5 million annually provincial tax revenues. The project will further generate more than $367 million in direct federal taxes, an average of $13.6 million per year. Average annual operating expenditures of approximately $146 million include more than $20 million in payroll to employees.

The Feasibility Study outlines several key aspects of the Sisson Project:
  • Located 100 km by road northwest of Fredericton, NB, the Sisson Project will be developed as an efficient bulk tonnage operation with mine-site facilities to include: an open pit mine; ore processing plants; tailings storage facility; and ancillary buildings including offices, shops and warehouses.
  • $579 million capital investment to build the project which is estimated to have 27 year operating life. This investment will drive economic growth locally and provincially through the sourcing of local components where possible.
  • The Sisson Project will directly employ 300 people in New Brunswick during operations and up to 500 during the construction phase. The project workforce will be drawn from surrounding towns and cities whenever possible; no permanent work camp will be required.
  • In addition to industry-standard processing to produce tungsten and molybdenum concentrates, the Sisson Project will include a value-added processing plant to produce ammonium paratungstate (APT) from the tungsten concentrate. The APT plant will be the first of its kind in Canada, and will substantially enhance local employment and economic activity associated with the Sisson Project.
  • The Project will be constructed and operated to be environmentally sustainable manner and generate important socioeconomic benefits.
"Creating jobs in the resources sector in New Brunswick means skilled workers will be able to stay at home to work, instead of traveling for months each year to places such as Western Canada to work in similar-skilled positions. Recent statistics show unemployment for people under the age of 24 in New Brunswick has reached 20 per cent. That's a jump of 5 per cent in just one year. The Sisson Project, and others like it, can help stem the tide of youth leaving for jobs in other provinces," concluded Zahovskis.

Northcliff expects to submit an Environmental Impact Assessment ("EIA") report early in 2013. Project stakeholders in New Brunswick will have multiple opportunities to participate in the Environmental Impact Assessment and project review process through working groups, a government sponsored public meeting and during public comment periods associated with the EIA process when the EIA Report is released by the regulators. Environmental studies conducted to date have informed the Sisson Project design and the EIA will assess Northcliff's plans for constructing, operating and eventually closing the Sisson Project in an environmentally responsible manner.

Northcliff Resources Ltd. applies the principles of responsible mineral development, which involves early, ongoing and open engagement with First Nations and communities in the areas surrounding the Sisson Project.

For full details of the Feasibility Study results, please visit our website at www.northcliffresources.com.

For more information:
Greg Davidson
Community Relations Manager
Northcliff Resources Ltd.
506-455-0530
GregDavidson@hdimining.com
 
 

News Releases

Northcliff Provides Update on Sisson Project Feasibility Study and Environmental Assessment



October 11, 2012 Vancouver, BC -- Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) announces an update on current studies underway on its 100% owned Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada.

Feasibility Study

The Sisson Project Feasibility Study, which is being prepared by Samuel Engineering, Inc. of Denver, Colorado, is nearing completion. The Company plans to announce the results by mid-November 2012, following which the Company will have 45 days to file the corresponding NI 43-101 technical report on SEDAR (www.sedar.com).

Environmental Assessment and Permitting

The Environmental Impact Assessment (EIA) report, which is being prepared by Stantec Inc., of Fredericton, New Brunswick, remains on track for completion in November 2012 and subsequent submission to both Federal and Provincial governments. Concurrent with the review of the EIA, the Company plans to begin preparing for permit and mining license applications.

Financing

Over the past several months, Northcliff has begun the process of engaging with potential strategic partners to assess their interest in participating in the Sisson Project. The Company expects that this process will continue through the end of 2012 and into 2013.

Northcliff President and CEO Christopher Zahovskis said, "I am pleased with the progress that has been made since Northcliff started work on the Sisson Project just two years ago. We set out an ambitious schedule at that time with an overall objective of completing the feasibility study by the fall of this year. With the upswing in the tungsten market over the same period, we have remained focused on advancing Sisson into the feasibility stage as quickly as possible to provide tremendous potential value to our shareholders."

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.

For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.

Christopher Zahovskis
President & CEO

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address completion of the Acquisition, permitting, exploration drilling, exploitation activities and events or developments that the company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainty of shareholder support, the need for judicial and regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

 
 

News Releases

Video - "Tungsten: The Next Growth Metal"



 
 

News Releases

Geodex Shareholders Receive Northcliff Shares



July 5, 2012 Vancouver, BC -- Northcliff Resources Ltd. ("Northcliff") (TSX: NCF) announces that on July 4, 2012, the shareholders of Geodex Minerals Ltd. ("Geodex") (TSX.V: GXM) received their proportionate Northcliff shares by virtue of a distribution of the 16,003,700 Northcliff shares by Geodex. The Northcliff shares received by Geodex shareholders are subject to a four month hold period, as per Canadian securities regulations, which will expire on October 22, 2012.

As announced on April 18, 2012, Geodex agreed to sell its 30% interest in the Sisson Project in New Brunswick in consideration for 16,003,700 common shares of Northcliff, $1 million in cash and the return to Geodex for cancellation of 3,333,333 Geodex common shares that Northcliff purchased in 2010. The transaction completed on June 21, 2012.

"We are very pleased with the conclusion of this consolidation transaction and the ability of Geodex shareholders to continue to realize value in the Sisson Project through their Northcliff shares," said Christopher Zahovskis, President and CEO of Northcliff.

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.

For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114

Christopher Zahovskis
President & CEO

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address completion of the Acquisition, permitting, exploration drilling, exploitation activities and events or developments that the company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainty of shareholder support, the need for judicial and regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

 
 

News Releases

Invitation to Career Information Sessions



Northcliff Resources is currently completing a feasibility study and comprehensive environmental assessment to develop the Sisson Project -- a proposed tungsten/molybdenum mine located approximately 100 kilometers northwest of Fredericton.

Northcliff Resources, in cooperation with the Department of Post-Secondary Education, Training and Labour and the New Brunswick Community College network will host sessions that spot light Careers in Mining in the following communities:
Millville June 20 4pm-8pm Millville Village Office

Stanley June 25 4pm-8pm Stanley High School

Juniper June 28 4pm-8pm Juniper Recreation Center

The sessions will provide information about the types of careers typical at a modern open-pit mining operation and the availability of applicable education and training programs offered locally. Information will also be available on education and skills upgrading programs and trade training and certification offered by the Government of New Brunswick, Post Secondary Education, Training and Labour staff.

We hope you can join us.
 
 

News Releases

Geodex Shareholders Approve Acquisition by Northcliff of Sisson Project Interest



June 19, 2012 Vancouver, BC - Northcliff Resources Ltd. ("Northcliff") (TSX: NCF) announces that the shareholders of Geodex Minerals Ltd. ("Geodex") (TSX.V: GXM) have approved by special resolution the acquisition of the remaining 30% interest in the Sisson Project by Northcliff.

As announced on April 18, 2012, Geodex agreed to sell its 30% interest in the Sisson Project in New Brunswick in consideration for 16,003,700 common shares of Northcliff, $1 million in cash and the return to Geodex for cancellation of 3,333,333 Geodex common shares that Northcliff purchased in 2010.

"We are very pleased with the approval of this consolidation transaction by Geodex shareholders who can continue to realize value in the Sisson Project through their Northcliff shares once they are distributed by Geodex in early July," said Christopher Zahovskis, President and CEO of Northcliff.

June 28, 2012 and July 4, 2012 have been established by Geodex as the record and distribution dates, respectively, for the distribution of the 16,003,700 common shares of Northcliff to Geodex common shareholders.

The acquisition remains subject to final TSX and TSX Venture Exchange approval.

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.

For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.


Christopher Zahovskis
President & CEO

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address completion of the Acquisition, permitting, exploration drilling, exploitation activities and events or developments that the company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainty of shareholder support, the need for judicial and regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.
 
 

News Releases

Northcliff Completes Earn-In Obligations For Its 70% Interest In The Sisson Project



June 15, 2012 Vancouver, BC -- Northcliff Resources Ltd. ("Northcliff") (TSX: NCF) announces that it has fulfilled its earn-in obligations for a 70% interest in the Sisson tungsten-molybdenum project ("Sisson Project") under the Sisson Development Joint Venture Agreement ("JVA") with joint venture partner, Geodex Minerals Ltd. ("Geodex") (TSX.V: GXM).

Under the terms of the JVA, Northcliff was required to fund the lesser of (i) $17,000,000 in Sisson JV expenditures (less $580,000 in minority interest acquisition costs and $1 million in common shares subscribed for in Geodex), or (ii) the actual amount of expenditures incurred to produce a feasibility study report and to commence mine construction on the basis contemplated in the feasibility study report. Northcliff has now completed the requirement and secured the 70% interest.

"This is yet another major milestone for Northcliff in advancing the Sisson Project in New Brunswick and achieving our goal to be the next major tungsten producer in Canada," said Christopher Zahovskis, President and CEO of Northcliff. "In just over 19 months, Northcliff has spent $15.4 million on the Sisson Project in direct project development costs. This investment by Northcliff accounts for roughly 55% of the total $28.1 million spent on the Sisson Project since Geodex first acquired the property in 2004.

"Importantly, a significant portion of our expenditures have been incurred within the Province of New Brunswick, and this will continue."

Zahovskis added, "Our engineering teams are progressing with the feasibility program and we look forward to announcing the study results for a bulk tonnage, open pit mine by the end of Q3 of this year. With a measured and indicated resource of 383 million tonnes (see Northcliff's announcement on May 17, 2012), the Sisson Project has the potential to be a long life mining operation spanning over 30 years and producing significant amounts of tungsten and molybdenum."

"We are very pleased with Sisson's potential to contribute significantly to non-Chinese sourced tungsten supply in the near term," stated Robert Dickinson, Chairman of Northcliff, "particularly during this period of resilient tungsten prices and demand growth."

The Company also finalized the Terms of Reference for the Environmental Impact Assessment (EIA) with federal and provincial government agencies in April. The EIA Report drafting is underway and remains targeted for submission by the end of Q3 2012. The federal project approval process is harmonized with the Province of New Brunswick process. In the meantime, Northcliff will begin preparing permit applications in the upcoming months.

On May 10, 2012, Northcliff announced that it signed a definitive purchase agreement with Geodex to acquire the remaining 30% interest in the Sisson project. The acquisition remains subject to approval by special resolution of Geodex shareholders at Geodex's special shareholders' meeting scheduled for June 18, 2012, and final TSX and TSX Venture Exchange approval.

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.
For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.

Christopher Zahovskis
President & CEO
(i) Grading 0.067% WO3 and 0.021% Mo at a $9 Net Smelter Return/tonne cutoff.

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address completion of the Acquisition, permitting, exploration drilling, exploitation activities and events or developments that the company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainty of shareholder support, the need for judicial and regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

 
 

News Releases

Northcliff Shareholders Unanimously Approve Acquisition of Geodex Interest in the Sisson Project



June 4, 2012 Vancouver, BC - Northcliff Resources Ltd. ("Northcliff") (TSX: NCF) announces that its shareholders have unanimously approved its acquisition ("Acquisition") of the remaining 30% interest in the Sisson tungsten-molybdenum project ("Sisson Project") from its joint venture partner, Geodex Minerals Ltd. ("Geodex") (TSX.V: GXM) at its Annual General Meeting held at the Company's offices on May 30, 2012. A copy of the voting results has been filed at www.sedar.com.

As reported in the Company's news release issued on April 18, 2012, Geodex agreed to sell its 30% interest in the Sisson Project in New Brunswick in consideration for 16,003,700 common shares of Northcliff, $1 million in cash and the return to Geodex for cancellation of 3,333,333 Geodex common shares that Northcliff purchased in 2010.

Geodex has recently announced that June 28, 2012 and July 4, 2012 have been established as the record and distribution dates, respectively, for the distribution of the 16,003,700 common shares of Northcliff to Geodex common shareholders.

The Acquisition remains subject to approval by special resolution of Geodex shareholders at Geodex's special shareholders' meeting scheduled for June 18, 2012. The Acquisition is also subject to final TSX and TSX Venture Exchange approval.

The incumbent Board of Directors of Northcliff was also re-elected. In addition, Scott Cousens, Director of Capital Markets at Hunter Dickinson Inc., has been elected to the Board.
About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.

For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114

Christopher Zahovskis
President & CEO

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts that address completion of the Acquisition, permitting, exploration drilling, exploitation activities and events or developments that the company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainty of shareholder support, the need for judicial and regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.
 
 

News Releases

Northcliff Resources Signs Letter Agreement With Geodex Minerals To Consolidate Ownership Of The Sisson Project



April 18, 2012 Vancouver, BC -- Northcliff Resources Ltd. ("Northcliff") (TSX: NCF) announces that it has signed a letter agreement with Geodex Minerals Ltd. ("Geodex") (TSX.V: GXM) to acquire Geodex's 30% interest in the Sisson Tungsten-Molybdenum Project in New Brunswick in consideration for cash, a return of Geodex shares Northcliff owns for cancellation and the issuance of common shares of Northcliff (the "Acquisition").

In October 2010, Northcliff acquired a 70% interest in the Sisson Project from Geodex, subject to investing up to $17 million in exploration, feasibility and project costs. Northcliff expects to complete its $17 million investment in early May 2012.

Northcliff will issue 16,003,700 common shares to Geodex and pay $1 million in cash to acquire Geodex's 30% interest in the Sisson Project. As part of the Acquisition, Northcliff will also return to Geodex for cancellation the 3,333,333 common shares of Geodex that Northcliff purchased for $0.30 per share. The Acquisition is expected to be completed by Geodex using a plan of arrangement which will include the authorization for the Geodex Board to establish the terms of any future distribution of the Northcliff common shares to Geodex shareholders. If Northcliff shares are retained by Geodex, they will be escrowed with a mutually agreed third party until the commencement of mine construction but in any event, no longer than three years from the closing date.

"We believe that consolidating ownership under Northcliff will be a positive development for the efficient advancement of the Sisson Project in a manner that benefits both sets of shareholders and we believe that this transaction will provide Geodex investors, along with Northcliff investors, with the opportunity to participate in the development of the Sisson Project," said Northcliff President & CEO Chris Zahovskis. "With an estimated working capital of $14 million after completion of the Acquisition, Northcliff maintains a strong financial position to meet the ongoing project development needs in the near term. Northcliff's corporate and project teams remain wholly focused on advancing the Sisson Project toward the completion of a Feasibility Study and initiating permitting later this year, including obtaining the project financing necessary to complete detailed engineering and pending permit approval, to initiate the construction phase in 2013."

Geodex President & CEO Mark Fields stated that "Geodex spent considerable time considering the alternatives to maximize the benefit to Geodex shareholders of its 30% Sisson interest. The Acquisition was unanimously approved by Geodex's Board of Directors as it will provide several advantages to Geodex shareholders. A key one was the continued participation in the future growth of the Sisson Project through the Northcliff share ownership while maintaining their current Geodex share position. The Acquisition also eliminates the dilution and financing risk if Geodex were to meet its ongoing 30% Sisson financial commitment under the existing joint venture. In addition, the immediate cash injection will allow Geodex to focus on its New Brunswick exploration assets and particularly the Dungarvon tungsten-molybdenum-tin project which provides promising discovery potential through a drill program this summer."

The Acquisition is subject to customary terms and conditions including approvals of the shareholders of Geodex and Northcliff, the TSX, the TSX Venture Exchange and the Supreme Court of British Columbia. Completion of the Acquisition is targeted for the end of the second quarter of 2012.
Fields concluded by noting "We have been very pleased with the work Northcliff has performed to date, as manager under the joint venture, and their proven ability to advance the Sisson Project. This will be crucial to the continued success and value addition we expect to occur."

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), and focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production.

About Geodex

Geodex is a mineral resource company focused on New Brunswick, Canada with its primary asset being its 30% Sisson ownership interest. Geodex is also actively developing its exploration portfolio focused on the discovery of critical metals in New Brunswick.

For further details on Northcliff and the Sisson Project, please visit www.northcliffresources.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.

For further details on Geodex, please visit www.geodexminerals.com or contact Investor Relations at (604) 689-7771 or within North America at 1-888-999-3500.

Christopher Zahovskis
President & CEO, Northcliff
  Mark Fields
President & CEO, Geodex

No regulatory authority accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address completion of the Acquisition, permitting, exploration drilling, exploitation activities and events or developments that the company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performanc33%"e and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainty of shareholder support, the need for judicial and regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, potential environmental issues and liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

 

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