06:49 AM EDT, 06/20/2025 (MT Newswires) -- Northcliff Resources ( NCFFF ) late on Thursday said it has arranged a non-brokered private placement of 19.8 million common shares at $0.06 apiece to raise near $1.2 million.

The private placement is subject to customary closing conditions including final TSX approval.

Proceeds will be used to fund Northcliff's share of expenditures related to the Sisson critical minerals project in New Brunswick and for working capital and general corporate purposes.

Todd Sisson (NZ) Limited, a subsidiary of the Todd Corporation and a shareholder that holds in over 10% of the issued and outstanding common shares, will subscribe for 16.2 million common shares under the private placement.

Andrew Ing, a director and officer of the company, will subscribe for 323,242 common shares and Scott Cousens, a director, will subscribe for 1.3 million common shares.

Barb Thomas, the spouse of Trevor Thomas, an officer of the company, will subscribe for 77,578 common shares.

Todd, Ing, Cousens and Thomas are considered to be "insiders" by the TSX.

Upon closing of the private placement, Todd will exercise its right to nominate a second director, Evan Davies, to Northcliff's board.