NORTHCLIFF ANNOUNCES CLOSING OF $1.2 MILLION PRIVATE PLACEMENT FINANCING
, /CNW/ - Northcliff Resources Ltd. ("Northcliff" or the "Company") (TSX: NCF) is pleased to announce that further to its press release dated June 19, 2025 , it has closed a non-brokered private placement (the "Private Placement") of 19,842,128 common shares of the Company at a price of $0.06 per common share for gross proceeds to the Company of $1,190,527.68 . Proceeds of the Private Placement will be used to fund the Company's share of expenditures related to the Sisson Project and for working capital and general corporate purposes.
About Northcliff Resources Ltd.
Northcliff is a mineral resource company focused on advancing the feasibility-stage Sisson Tungsten-Molybdenum Project located in New Brunswick, Canada , to production.
Additional information on Northcliff is available on the website at www.northcliffresources.com. Investor services can be reached at (604) 684-6365 or within North America at 1-800-667-2114.
Andrew Ing
Chairman, President & CEO
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Brent H. Zettl Provides Update on Holdings of ZYUS Life Sciences Corporation
Article content This press release is issued pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues Article content SASKATOON, Saskatchewan — Mr. Brent H. Zettl (the ' acquiror '), who serves as the President and CEO and a director of ZYUS Life Sciences Corporation (' ZYUS ') provides updates to his holdings of Common shares (' Common Shares ') in the capital of ZYUS, Common Share purchase warrants of ZYUS (' Warrants ') and options to purchase Common Shares (' Options '). Article content On June 27, 2025, the acquiror participated in a non-brokered private placement of units (' Units ') of ZYUS (the ' Private Placement ') at a price of $0.67 per Unit, with each Unit comprised of one Common Share and one half of one Warrant (each whole Warrant, a ' Private Placement Warrant '). Each Private Placement Warrant entitles the holder to acquire one Common Share at a price of $0.95 for a period of twenty-four months from the date of issuance, subject to certain acceleration provisions. The acquiror acquired, indirectly through 1189115 B.C. LTD. 298,507 Units (comprised of 298,507 Common Shares and 149,253 Warrants) under the Private Placement. Article content Immediately prior to the Private Placement, the acquiror owned, directly and indirectly, and exercised control over 33,730,573 Common Shares and 493,108 Options, representing 43.9% of ZYUS's issued and outstanding Common Shares on an undiluted basis and 44.3% of ZYUS's issued and outstanding Common Shares on a partially diluted basis (assuming full exercise of all of the convertible securities held by the acquiror). Immediately following the Private Placement and as at the date hereof, the acquiror owns, directly and indirectly, and exercises control over 34,029,080 Common Shares, 149,253 Warrants and 493,108 Options, representing 43.9% of ZYUS's issued and outstanding Common Shares on an undiluted basis and 44.3% of ZYUS's issued and outstanding Common Shares on a partially diluted basis. Following the Private Placement, the acquiror's securityholding percentage has decreased by 1.4% on an undiluted basis from the percentage held immediately following the September 2024 Event (as defined below) and by 5.4% on an undiluted basis from the percentage disclosed in the last early warning report filed by the acquiror on June 13, 2023 (the ' 2023 EWR '), and has decreased by 1.6% on a partially diluted basis from the acquiror's securityholding percentage held immediately following the September 2024 Event and by 6.1% on a partially diluted basis from the acquiror's securityholding percentage as at June 13, 2023. The acquiror's securityholding percentage on a partially diluted basis as disclosed in the 2023 EWR (51.68%) was stated in error. The correct securityholding percentage on a partially diluted basis as at June 13, 2023 was 50.5%. Article content Since the completion of the acquisition of ZYUS Life Sciences Inc. by ZYUS in June 2023, the acquiror's securityholding percentage on a partially diluted basis has decreased from 50.5% to his securityholding percentage immediately prior to the Private Placement as a result of certain transactions and events, including the two following transactions which resulted in each case in a decrease in the acquiror's securityholding percentage by 2% or more since the prior event: (i) on July 31, 2024, the acquiror, disposed of 470,000 Common Shares held by 102042227 Saskatchewan Ltd. (' 102 Sask '), an entity controlled by the acquiror to in satisfaction of payments due in the aggregate amount of $432,400 (the ' July 2024 Event '); and (ii) on September 4, 2024,14,088 Warrants with an exercise price of $3.55 per Common Share previously issued to 102 Sask on March 4, 2022 expired unexercised (the ' September 2024 Event '). Immediately prior to the July 2024 Event, the acquiror owned, directly and indirectly, and exercised control over 34,173,073 Common Shares, 292,933 Warrants and 493,108 Options, representing 48.2% of ZYUS's issued and outstanding Common Shares on an undiluted basis and 48.8% of ZYUS's issued and outstanding Common Shares on a partially diluted basis. Immediately following the July 2024 Event, the acquiror owned, directly and indirectly, and exercised control over 33,703,073 Common Shares, 292,933 Warrants and 493,108 Options, representing 47.6% of ZYUS's issued and outstanding Common Shares on an undiluted basis and 48.1% of ZYUS's issued and outstanding Common Shares on a partially diluted basis. Immediately following the July 2024 Event, the acquiror's securityholding percentage has decreased by 1.7% on an undiluted basis from the acquiror's securityholding percentage as at June 13, 2023 as disclosed in the 2023 EWR and has decreased by 2.3% on a partially diluted basis from the acquior's securityholding percentage as at June 13, 2023 (which was 50.5%). Immediately prior to the September 2024 Event, the acquiror owned, directly and indirectly, and exercised control over 33,703,073 Common Shares, 292,933 Warrants and 493,108 Options, representing 45.3% of ZYUS's issued and outstanding Common Shares on an undiluted basis and 45.9% of ZYUS's issued and outstanding Common Shares on a partially diluted basis. Immediately following the September 2024 Event, the acquiror owned, directly and indirectly, and exercised control over 33,703,073 Common Shares, 278,845 Warrants and 493,108 Options, representing 45.3% of ZYUS's issued and outstanding Common Shares on an undiluted basis and 45.9% of ZYUS's issued and outstanding Common Shares on partially diluted basis. Following the September 2024 Event, the acquiror's securityholding percentage has decreased by 2.3% on an undiluted basis from the percentage held immediately following the July 2024 Event and has decreased by 2.2% on a partially diluted basis from the percentage held immediately following the July 2024 Event. Article content The Acquiror's transactions were made for investment purposes. The acquiror may, from time to time and at any time, acquire additional securities of ZYUS in the open market or otherwise, and may dispose of any or all of securities of ZYUS in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities of ZYUS, the whole depending on market conditions, the business and prospects of ZYUS and other relevant factors. Article content Article content Article content Article content Article content
