Todd Minerals Ltd. announces conversion of Northcliff Resources loan


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WELLINGTON, New Zealand, Sept. 14, 2022 (GLOBE NEWSWIRE) — Todd Minerals Ltd. (“Todd”) announced that the first tranche of the loan from Todd, through its wholly owned subsidiary, Todd Sisson (NZ) Limited (“Todd Holdco“), to Northcliff Resources Ltd. (the “Company“), pursuant to the terms of the convertible loan agreement dated August 2021 (the “Convertible Loan”) matured and the unpaid principal amount of CA$500,000 and accrued but unpaid interest of CA$51,643.84 was converted on September 13, 2022 into common shares in the capital of the Company pursuant to the terms of the loan convertible.

The convertible loan was converted at a conversion price of C$0.032 per common share, which is the greater of the Company’s 5-day or 30-day volume weighted average trading price on the Toronto Stock Exchange (“TSX”) on September 9, 2022, date of the conversion notice, less a 25% discount.

Following the conversion, a total of 17,512,503 common shares were issued to Todd Holdco. Prior to the conversion, Todd Holdco held an aggregate of 102,626,569 shares of the Company, representing approximately 47.83% of the issued and outstanding shares of the Company. Following the conversion of the convertible loan, Todd Holdco holds a total of 120,139,072 shares of the Company, representing approximately 51.77% of the issued and outstanding shares of the Company.

In addition, an aggregate principal amount of C$500,000 remains outstanding under the convertible loan. The remaining loan is secured, bears interest at 10% per annum and has a term of 12 months, with interest payable at maturity on January 10, 2023. The loan and accrued interest are repayable at any time by the Company. without penalty, either settled at maturity or by issuing shares of the Company (“Share the rules”) or the transfer of part of the Company’s interest in Sisson Project Limited Partnership and its general partner, Sisson Mines Ltd. (“Partnership regulations”), to Todd’s election.

The conversion price (“Processing price”) used for the equity settlement or partnership settlement of the Convertible Loan will be the greater of the Company’s 5-day or 30-day volume-weighted average trading price on the Toronto Stock Exchange (“TSX”) on the due date. For settlement in shares, the maximum discount (currently 25%) allowed under TSX rules will be applied to the conversion price. Alternatively, the interest of the general partnership and the limited partnership to be transferred under the partnership settlement will be determined as the percentage that the loan plus accrued interest represents of the implicit value of the Sisson limited partnership on the conversion price basis.

In addition, Todd Holdco previously entered into a secured convertible loan agreement with the Company providing for a loan in an aggregate principal amount of up to C$5,200,000 (the “Convertible Loan 2022”). The 2022 Convertible Loan can be drawn in four tranches (CA$2,000,000, CA$1,000,000, CA$1,000,000 and CA$1,200,000), with each drawing subject to satisfaction of certain conditions precedent. Each tranche will have a maximum duration of 12 months from the date of the draw.

The 2022 Convertible Loan, once drawn, and accrued interest thereon are repayable at any time by the Company without penalty, or may be settled at any time prior to maturity, either by way of settlement in shares , or through a partnership settlement, at Todd’s option. The conversion price used for an equity settlement of the 2022 Convertible Loan will be the lower of (a) the 30-day volume-weighted average trading price of the Company’s stock on the TSX on the date that a notice of conversion is provided by Todd with a 35% equity discount applied, in the case of a Share Settlement, or the Company’s share price in a share offering transaction (the “Offer”). Alternatively, the interest of the general partnership and the limited partnership to be transferred under the partnership settlement will be determined as the percentage that the 2022 convertible loan plus accrued interest represents of the implicit value of the limited partnership. Sisson based on the 30-day volume weighted average price. of the Company on the TSX on the date a notice of conversion is provided by Todd.

Since the Convertible Loan and the 2022 Convertible Loans are convertible based on the market price of the Company’s shares at the time of conversion, the actual number of shares issuable (if Todd elects to settle in shares) n is not yet known. However, assuming a Company stock price of $0.05 in respect of the remaining balance and accrued interest under the Convertible Loan and the full drawdown of C$5,200,000 under the 2022 Convertible Loan and conversion of all principal and accrued interest on the currently scheduled maturity dates, Todd Holdco could receive an aggregate of 554,666,666 shares of the Company, which would result in Todd Holdco owning approximately 83.7% of the then issued and outstanding shares of the Company.

The Company’s head office 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, responsible for the development of mining investments of Todd Corporation. Todd Corporation is family owned and is one of New Zealand’s largest and most successful businesses. The Company has interests in oil and gas exploration and production, power generation, energy retail, technology, real estate and healthcare. Todd Minerals Ltd. has its registered office 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 buy or sell securities of the Company, or convert his Loans into shares of the Company 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 regarding his investment in the Company. Depending on market conditions, general economic and industry conditions, the business and financial condition of the Company and/or other relevant factors, Todd may at any time develop other plans or intentions in the future regarding a or more of the above. A copy of the alert statement to be filed by Todd in connection with the investment will be available on the Company’s profile on SEDAR at www.sedar.com. You can also contact Chris Banks on +64 27 482 1504 to obtain a copy of the report.

For more information:

Chris BanksGroup Company Secretary[email protected]+64 27 482 1504

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Source: Todd Minerals Ltd.

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