Todd Minerals Ltd. Announces Further Investment in Northcliff Resources Ltd.

WELLINGTON, New Zealand, Aug. 1, 2026 /CNW/ — Todd Minerals Ltd. (“Todd“) announced that on July 31, 2026 its wholly-owned subsidiary, Todd Sisson (NZ) Limited (“Todd Holdco“), entered into a new convertible loan agreement (the “Loan“) with Northcliff Resources Ltd. (the “Company“). The advance under the Loan is being used to refinance the outstanding loans owing from the Company to Todd Holdco. The Loan has an aggregate principal amount of $7,349,636 (which includes outstanding principal of the prior loans plus accrued but unpaid interest).

The Loan is secured, bears interest at a rate equal to the Royal Bank of Canada prime rate plus 6% per annum. The Loan will mature on January 31, 2028, unless earlier repaid or converted. The principal amount of the Loan and accrued interest thereon are repayable at any time by the Company without penalty, or can be settled at maturity, through issuances of common shares of the Company (“Share Settlement“).

The conversion price (“Conversion Price“) used for the Share Settlement will be the volume weighted average share price of the Company on the Toronto Stock Exchange (“TSX“) for the five trading days immediately preceding the date of a conversion notice from Todd, less the lesser of 20% and the maximum permitted discount permitted by the TSX. In addition, the Company has agreed to pay Todd Holdco a commitment fee equal to 2% of the Loan and pay an expense reimbursement in the amount of $50,000, both of which may only be satisfied upon conversion into Company shares.

As the loans are convertible on the basis of the market price of the Company shares at the time of conversion, the actual number of shares issuable is not yet known. However, assuming a Company share price of $0.27 less a 20% discount and the current value of the Loan through to maturity, including all accrued interest as well as the commitment fee and expense reimbursement, Todd Holdco could receive an aggregate of 40,429,663 Company shares, representing approximately 6.4% of the currently issued and outstanding shares. The Loan provides for a maximum of 55,790,793 Company shares being issuable on conversion.

Todd Holdco currently holds an aggregate of 510,393,182 Company shares, representing approximately 80.96% of the currently issued and outstanding Company shares. If the Loan was converted in full into Company shares as noted above, Todd Holdco would hold an aggregate of 550,822,845 Company shares, representing approximately 82.11% of the then issued and outstanding Company shares.

The head office of the Company is located at 1040 West Georgia Street, 14 Floor, Vancouver, British Columbia, V6E 4H1.

About Todd Minerals Ltd. and Todd Corporation. Todd is the subsidiary of Todd Corporation, charged with the development of Todd Corporation’s mineral investments. Todd Corporation is family owned and is one of New Zealand’s largest and most successful companies. The company has interests in oil and gas exploration and production, electricity generation, energy retailing, technology, property and healthcare. Todd Minerals Ltd. is headquartered at The Todd Building, 95 Customhouse Quay, PO Box 3141, Wellington, New Zealand.

Todd purchased the Common Shares for investment purposes and may or may not purchase or sell securities of the Company, 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 that relate to its investment in the Company. Depending on market conditions, general economic and industry conditions, the Company’s business and financial condition and/or other relevant factors, Todd may at any time develop other plans or intentions in the future relating to one or more of the above items or any of the enumerated items listed in Todd’s early warning report.

This press release is being issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) of the Canadian Securities Administrators. A copy of the early warning report to be filed by Todd in connection with the investment will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca. Alternatively, you may contact Chris Banks at +64 27 482 1504 in order to obtain a copy of the report.

SOURCE Todd Minerals Ltd.