VANCOUVER, June 7, 2011 /CNW/ - Northcliff Resources Ltd. ("Northcliff"
or the "Company"), formerly Cabre Capital Corp., announces that it has
completed its qualifying transaction (the "Qualifying Transaction")
with Northcliff Holdings (Canada) Ltd. (formerly Northcliff Resources
Ltd.) in accordance with the TSX Venture Exchange Inc. (the "TSX-V")
Policy 2.4 Capital Pool Companies. The common shares of the Company are expected to begin trading as a
Tier 1 Issuer on the TSX-V under the symbol "NCF" on June 8, 2011.
Successful Completion of Qualifying Transaction and Financing
Further to the Company's news release dated January 19, 2011, the
Company and Northcliff Holdings (Canada) Ltd. have also completed a
non-brokered private placement financing of 27,857,544 common shares of
the Company at a price per common share of $1.00 for total gross
proceeds of $27,857,544 (the "Financing"). All of the common shares
issued in connection with the Financing will be free trading except for
295,000 shares that are subject to a four month hold period under
applicable Canadian securities policies.
The total number of common shares of the Company issued and outstanding
on the closing of the Qualifying Transaction is 61,547,545. In
connection with the Qualifying Transaction, the Company issued
32,600,001 common shares to the shareholders of Northcliff Holdings
(Canada) Ltd. All of those common shares, together with 440,000 post
consolidation common shares of the Company purchased by newly appointed
principals of the Company and other parties designated by Northcliff
Holdings (Canada) Ltd. have been deposited into escrow and will be
released pursuant to an escrow agreement between Computershare Trust
Company of Canada, as escrow agent, and the Company, as to 25% on each
of the 6, 12, 18 and 24 month anniversaries of the date of the closing
of the Qualifying Transaction.
Northcliff President & CEO Christopher Zahovskis commented "We are very
pleased to complete the Qualifying Transaction and financing, even as
equity markets soften. Both the size of the offering and the share
price confirm that the Company has a high-quality mineral asset. We
will use the proceeds to advance work on a feasibility study and an
Environmental Impact Assessment for the project. Our goal is to
complete the feasibility study and submit the Environmental Impact
Study by the third quarter of 2012."
"Tungsten prices have been increasing for over a year as the supply from
China has tightened" said Chairman Robert Dickinson. "This bodes well
for Northcliff and its feasibility-stage Sisson Project, which hosts a
significant deposit of tungsten and molybdenum that is located near
tidewater and readily accessible to markets in the United States and
Feasibility work advancing at the Sisson Tungsten-Molybdenum Project
In October 2010, Northcliff entered into an agreement with Geodex
Minerals Ltd., whereby it acquired a 70% interest in the Sisson Project
which it can retain by investing up to $17 million in exploration,
feasibility and project costs.
The Sisson Project hosts a large, near-surface, tungsten-molybdenum
deposit that is potentially amenable to open pit mining. Previous
project work includes 237 core drill holes, and initial engineering
studies including metallurgical work. Baseline environmental and
socioeconomic data collection also began in 2007.
Currently estimated mineral resources, as reported in the Company's
technical report at a 0.100% WO3 equivalent1 threshold, comprise:
177.4 million tonnes of measured and indicated resources grading 0.157% WO3 EQ, including:
28.8 million tonnes of measured mineral resources at 0.167% WO3 EQ (0.097% WO3 and 0.034% Mo) &
148.6 million tonnes of indicated mineral resources at 0.155% WO3 EQ (0.094% WO3 and 0.030% Mo) plus
69.0 million tonnes of inferred mineral resources grading 0.153% WO3 EQ (0.086% WO3 and 0.033% Mo).
The Company's current program includes engineering and environmental
studies, designed to provide the data necessary to complete mine
planning and necessary environmental and socioeconomic assessments for
the project, as well as active engagement with local communities and
Prior to the completion of the Qualifying Transaction, the following
reorganizations were completed: (i) Cabre Capital Corp. changed its
name to Northcliff Resources Ltd.; (ii) Northcliff Resources Ltd.
changed its name to Northcliff Holdings (Canada) Ltd.; and (iii) Cabre
Capital Corp. consolidated its share capital on the basis of 5 old
Cabre Capital Corp. shares for one new Cabre Capital Corp. share.
The securities offered have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registrations requirements of such Act. This press
release shall not constitute an offer to sell or the solicitation of an
offer to buy the securities in any jurisdiction.
Northcliff is a mineral resource company, affiliated with Hunter
Dickinson Inc. (HDI), which is focused on progressing with the
feasibility-stage Sisson-Tungsten-Molybdenum Project located in New
HDI is a diversified, global mine development company with a 25-year
history of mineral development success. From its head office in
Vancouver, Canada, HDI applies its unique strengths and capabilities to
acquire, develop, operate and monetize mineral properties that provide
consistently superior returns to shareholders.
The mineral resources at the Sisson Project were originally estimated in
December 2009 by Michael Cullen, P.Geo., of Mercator Geological
Services Limited, a Qualified Person as defined by National Instrument
43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").
These estimates were reviewed further by Mr. Cullen in 2010 for the
Company in connection with the Qualifying Transaction, and a technical
report dated effective February 4, 2011 that has been filed on the
Company's profile at www.sedar.com. The technical information in this release has been reviewed by the
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 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.
Information Concerning Estimates of Measured, Indicated and Inferred
This news release uses the terms "measured resources", "indicated
resources" and "inferred resources". Northcliff advises investors that
although these terms are recognized and required by Canadian
regulations (under NI43-101), the U.S. Securities and Exchange
Commission does not recognize them. Investors are cautioned not to
assume that any part or all of the mineral deposits in these categories
will ever be converted into reserves. In addition, "inferred
resources" have a great amount of uncertainty as to their existence,
and economic and legal feasibility. It cannot be assumed that all or
any part of an Inferred Mineral Resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of Inferred Mineral
Resources may not form the basis of feasibility or pre-feasibility
studies, or economic studies except for Preliminary Assessment as
defined under NI 43-101. Investors are cautioned not to assume that
part or all of an inferred resource exists, or is economically or
1 %WO3 EQ calculations use prices of US$9.00/lb for WO3, US$15/lb for Mo and recoveries of 70% for WO3, 85% for Mo.
SOURCE Northcliff Resources Ltd.
For further information:
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.