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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.

 
 

News Releases

Feasibility Study for Sisson Tungsten-Molybdenum Project on track for completion in Q3 2012



March 5, 2012 Vancouver, B.C. -- Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX:NCF) announces an update on its 2012 work program at the Sisson Tungsten-Molybdenum Project in New Brunswick, Canada, as well as a report on the progress of the Feasibility Study for proposed open-pit, high-volume tungsten and molybdenum production.

"Following a productive field season in 2011 and a robust start to the 2012 year for the Company and the tungsten market, I'm pleased to confirm that the Sisson Project Feasibility Study is advancing on schedule, with an anticipated completion date in Q3 2012," said Northcliff President & CEO Chris Zahovskis. "Our engineering teams are making excellent progress on feasibility-level designs for the project, while parallel environmental studies are moving forward equally well. Our intent is to submit an Environmental Impact Assessment (EIA) report for the Sisson Project in Q3 2012 and begin project permitting also around the same time".

Northcliff recently facilitated public review of the draft Terms of Reference (TOR) for its EIA report through open houses in local communities, and anticipates receiving final TOR in March. The Sisson Project EIA report will be submitted to both federal and provincial government agencies to enable an efficient and harmonized federal/provincial environmental assessment and project approval process.

In addition to its engineering, environmental and technical study programs, Northcliff is advancing consultation and engagement activities with project stakeholders and New Brunswick First Nations. "As a company, we recognize the importance of local involvement in our projects, and are investing significant time and effort to ensure that we develop positive, respectful and mutually beneficial relationships with local communities, stakeholder groups, First Nations communities and organizations," Zahovskis said. "We're pleased with the relationships and dialogues established to date, and are optimistic that we can advance the Sisson Project in a manner that optimizes benefits for nearby communities and all the people of New Brunswick, while respecting local interests and concerns."

Beginning in Q2 of this year, Northcliff management, on behalf of the Sisson Project joint venture, will commence discussions with potential financing partners -- including international banking institutions, smelter groups and others -- to outline and advance a project financing strategy.

"We're encouraged by recent announcements of project finance agreements and strategic partnerships on preferable terms for comparable tungsten mineral projects at the feasibility stage of development," said Northcliff Chief Financial Officer Bryce Hamming. "We expect the market appetite for larger capital investments in North American and European tungsten properties to continue, given the strong price outlook for tungsten and ongoing tungsten export restrictions from China, the world's largest producer. Given its advanced stage of development, its anticipated globally significant output of 6-8% of current world tungsten demand, and its potential for a long mine life, we are confident that Sisson will emerge as a high quality tungsten asset that captures the interest of the international investment community."

Infrastructure availability is an important competitive advantage for the Sisson Project. The deposit is readily accessed by road and railway from all parts of New Brunswick, including deep sea ports to the north (Belledune) and south (Saint John). The New Brunswick Power Transmission Corporation recently completed a review of potential power sources for the proposed mine, and concluded that power could be supplied via a 42 km high voltage transmission line built by New Brunswick Power. Discussions concerning development of power infrastructure are progressing well, and the development is expected to match Northcliff's timeline for the Sisson Project with construction anticipated to begin in the latter part of 2013.

"We've always maintained that the Canadian province of New Brunswick represents a preferred jurisdiction for modern mine development," Zahovskis said. "It possesses a rich mining history and culture that includes the Bathurst mining camp to the north and the Sussex potash mine to the south, as well as a skilled and available workforce, unparalleled infrastructure availability and a mature and stable regulatory environment."

Zahovskis noted a recent report published by the Fraser Institute that identifies New Brunswick as the most attractive jurisdiction in the world for mineral exploration and development.

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), a diversified, global mining group with a 25 year history of mineral development success. Northcliff is focused on advancing the feasibility stage Sisson Tungsten-Molybdenum Project, located in New Brunswick, Canada, to production. Northcliff has acquired a 70% interest in the Sisson Project from Geodex Minerals Ltd., subject to investing up to $17 million in exploration, feasibility and project costs.

The advanced stage Sisson Project has excellent potential for near-term production of tungsten and molybdenum. Its location near roads, rail and tidewater on the eastern seaboard of North America provides Sisson with key logistical advantages over its peer group. New Brunswick is a stable jurisdiction with a long tradition of mineral and resource development, and a well-established regulatory system. By advancing Sisson, Northcliff will become one of North America's first major tungsten producers, greatly increasing supply to the large North American and European markets where demand far outstrips supply.

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 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 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 Begins Trading On The Toronto Stock Exchange And Appoints New Independent Director



February 1, 2012 Vancouver, B.C. -- Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSXV:NCF) announces that it will begin trading on the Toronto Stock Exchange ("TSX") on Thursday, February 2, 2012 under the symbol NCF.

President & CEO Chris Zahovskis said: "Northcliff has reached a number of key project milestones over the past year. The Company went public in June 2011 and concurrently completed a significant financing of close to $28 million to ensure that the Sisson Project in New Brunswick can be advanced to a construction decision without necessitating additional development financing. With the achievement of a TSX listing, we believe that the Company's international profile will be raised with strategic and institutional investors as we begin to prepare for permitting and project financing."

"We've also been very pleased with the progress of our technical programs at the Sisson Project. We have established experienced project and engineering teams, and are well launched on our program to deliver a Feasibility Study and submit the Environmental Impact Assessment by Q3 2012. Additionally, project permitting will be initiated in the latter part of 2012. The tungsten market also remains strong: tungsten prices have appreciated nearly 400% since 2005, outperforming even precious metals such as gold and silver over the same period," Zahovskis said. "We believe the Sisson Project will become a significant new producer of tungsten for the North American and European markets with the potential to provide between 5 to 8% of the global tungsten supply."

Robert A. Dickinson, Chairman of the Board, is also pleased to announce the appointment of Darcy Rezac as an Independent Director of Northcliff. Mr. Dickinson said "Darcy Rezac brings a great deal of leadership in economic and corporate development and has played key roles in the areas of community leadership, public policy and business-government and international trade relations. We welcome him to the Board."

Darcy Rezac is the Managing Director of Ana Pacific Consulting and has served on numerous boards including the Vancouver International Airport (YVR), BC Bearing Engineers Ltd., Vancouver Board of Trade, and BC Trade Development Corporation. Mr. Rezac has served on a number of board committees, including nominating and executive, HR, strategic planning, investment and audit. Mr. Rezac also served as Director of Corporate Services for Alcan Canada between 1980 and 1984.

About Northcliff

Northcliff is a mineral resource company associated with Hunter Dickinson Inc. (HDI), a diversified, global mining group with a 25-year history of mineral development success. Northcliff is focused on advancing the feasibility-stage Sisson Tungsten-Molybdenum Project, located in New Brunswick, Canada, to production. Northcliff has acquired a 70% interest in the Sisson Project from Geodex Minerals Ltd., subject to investing up to $17 million in exploration, feasibility and project costs.

The advanced stage Sisson Project has excellent potential for near-term production of tungsten and molybdenum. Its location near roads, rail and tidewater on the eastern seaboard of North America provides Sisson with key logistical advantages over its peer group. New Brunswick is a stable jurisdiction with a long tradition of mineral and resource development, and a well-established regulatory system. By advancing Sisson, Northcliff will become one of North America's first major tungsten producers, greatly increasing supply to the large North American and European markets where demand far outstrips supply.

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

Neither the TSX Venture Exchange nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) 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 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 fluctuation in market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary environmental, land use and other permits, approvals, licenses and title on a timely basis 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 Advances Work Program To Achieve Sisson Project Feasibility Study In Q3 2012



July 5, 2011 Vancouver, BC -- Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX-V: NCF) is pleased to provide an update on the status and activities at the feasibility-stage Sisson Tungsten-Molybdenum Project, located in west-central New Brunswick. The Sisson property hosts an important scale, near-surface tungsten-molybdenum deposit with mineral resources potentially amenable to open pit mining.

Northcliff is advancing feasibility-level engineering and environmental studies, along with associated fieldwork and comprehensive stakeholder engagement programs, toward the completion of a Feasibility Study and Environmental Impact Assessment (EIA) for the Sisson Project in Q3 2012.

"The Sisson Project is well-advanced from a geological, technical and environmental perspective, such that we expect to move efficiently over the coming 15 months to complete a Feasibility Study and initiate federal and provincial permitting," confirmed Northcliff President and CEO Chris Zahovskis. "At the same time, we are very cognizant of our obligation to work with local communities, First Nations, governments and other land and resource users to ensure the Sisson Project is both environmentally sound and respects the priorities and concerns of local people. That important work has begun, and we are pleased with the progress made to date."

Northcliff recently initiated a 9,000-metre drill program at the Sisson property to collect representative core samples for feasibility-level metallurgical testing, to complete open pit geotechnical investigations and to provide further resource definition. Two of three drills have been mobilized to the project site since drilling began on June 15.

In April 2011, a 'Project Description' for the Sisson Project submitted to the Canadian Environmental Assessment Office was formally accepted to initiate a project review under the Canadian Environmental Assessment Act. Environmental Impact Assessment (EIA) guidelines for the project had previously been issued by the Province of New Brunswick in March 2009. Terms of Reference (ToR) for an EIA to meet both federal and provincial permitting requirements are currently being developed through a joint federal-provincial Technical Review Committee. Public, stakeholder and First Nations consultation on the draft ToR are planned for in August/September 2011, prior to final approval by the two levels of government.

Additionally, comprehensive environmental baseline studies are currently underway at the Sisson property to guide project design and support development of an EIA for public and regulatory review. Northcliff's joint venture partner Geodex Minerals Ltd. ("Geodex") initiated studies including climate, surface water hydrology and water quality monitoring programs in 2008 and these are continuing in 2011. Additional environmental studies initiated this year include air quality, water resources, environmental geochemistry, terrestrial and aquatic habitats, fish and wildlife, wetlands, land and resource uses, heritage resources, socioeconomics, and land and resource uses for traditional purposes by Aboriginal communities.

Finally, Northcliff has initiated a broad-based and ongoing program of engagement and consultation with local communities, First Nations, governments and other land and resource interests. The program's objective is to engage community and First Nations' interests in the process by which the Sisson Project is being designed and reviewed, to address local priorities and concerns through project design, and to maximize project benefits for local people.

Northcliff recently completed a $28 million equity financing and a public listing on the TSX Venture Exchange (symbol TSX-V: NCF). The Company's Board of Directors has approved a budget for completion of the Feasibility Study for the Sisson Project, and confirmed that Northcliff is well funded through a construction decision and into early site preparation work. Under the current work program, the Company expects to invest $17 million in the project by the first quarter of 2012, and thereby satisfy its earn-in obligations to secure its 70% interest in the Sisson Project. Geodex will retain the 30% ownership balance.

"The medium and long-term outlook for the global tungsten market is very robust and presents a tremendous opportunity for an advanced stage project like Sisson," Zahovskis confirmed. "We intend to advance this project methodically and efficiently by completing a Feasibility Study and a thorough assessment of environment and socioeconomic effects over the next 15 months. Our goal is to define a technically and financially robust project that meets the rigorous environmental standards of New Brunswick and Canada, while addressing both the priorities and concerns of local people. We are confident that we will achieve a positive outcome in all of these areas, establishing a project that provides substantive benefits to the region and the province."

The Sisson Project is an advanced stage mineral development project with excellent potential for near term production of tungsten and molybdenum. Its location near roads, rail and tidewater on the eastern seaboard of North America provides Sisson with key logistical advantages over its peer group. New Brunswick is a stable jurisdiction with a long tradition of mineral and resource development, and a well-established regulatory system. By advancing Sisson, Northcliff and Geodex will become one of North America's first major tungsten producers, greatly increasing supply to North American and European markets in which demand far outstrips supply.

About Northcliff

Northcliff is a mineral resource company, associated with Hunter Dickinson Inc. (HDI), and is focused on progressing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada, to production. Northcliff has acquired a 70% interest in the Sisson Project from Geodex, subject to investing up to $17 million in exploration, feasibility and project costs.

About HDI

HDI is a diversified, global mine development company with a 25-year history of mineral development success HDI's track record includes successful advancement of large-scale, high-volume open pit mines in Canada.

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
 

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