Northcliff Resources Ltd. — Interim / Quarterly Report 2022

Sep 15, 2022

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Northcliff Resources Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2022 AND 2021

(Unaudited – Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51‐102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

Northcliff Resources Ltd.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited – Expressed in Canadian Dollars)

Note	July 31, October 31, 2022 2021
ASSETS Non-current assets Mineral property and equipment 3 Investment 4 Current assets Amounts receivable and prepaid expenses 6 Cash 5	27,120,725 $ 26,840,557 $ 6,810 12,863
	27,127,535 26,853,420
	70,055 49,449 1,669,537 1,440,014
	1,739,592 1,489,463
TOTAL ASSETS	28,867,127 $ 28,342,883 $
EQUITY Equity attributable to shareholders of the Company Share capital 9 Reserves 10 Accumulated deficit Non-controlling interests TOTAL EQUITY LIABILITIES Current liabilities Amounts payable and other liabilities 7 Amounts payable to related parties 11 Loans payable 8	59,797,357 $ 58,901,466 $ 4,581,347 4,484,610 (42,036,611) (40,732,004)
	22,342,093 22,654,072 3,180,954 3,143,821
	25,523,047 25,797,893
	144,398 107,627 1,533,625 1,097,044 1,666,057 1,340,319
	3,344,080 2,544,990
TOTAL EQUITY AND LIABILITIES	28,867,127 $ 28,342,883 $

Nature and continuance of operations (note 1) Events after the reporting period (note 13)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

These condensed consolidated interim financial statements are approved for issuance on September 14, 2022 by the Audit and Risk Committee of the Company's Board of Directors and are signed on the Company's behalf by the following:

/s/ Peter Mitchell /s/ Scott Cousens Peter Mitchell Scott.Cousens Director Director

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Northcliff Resources Ltd.

Condensed Consolidated Interim Statements of Comprehensive Loss

(Unaudited – Expressed in Canadian Dollars, except for weighted average number of shares)

Note	Three months endedJuly 31, Nine months endedJuly 31,
	2022 2021 2022 2021
Expenses Project management and financing General and administration Equity-settled share-basedpayments 10	132,270 $ 59,506 $ 259,234 145,941 217,398 151,930 860,358 584,180 37,187 14,297 102,791 99,859
Loss from operations Interest income Finance expense 8 Foreign exchangegain(loss)	(386,855) (225,733) (1,222,383) (829,980) 5,793 2,628 12,378 8,136 (40,049) (30,115) (132,723) (67,359) (331) 200 (646) 374
Loss before income tax Income tax	(421,442) (253,020) (1,343,374) (888,829) – – – –
Net loss	(421,442) $ (253,020) $ (1,343,374) $ (888,829) $
Other comprehensive income (loss) Items that may not be reclassified subsequently to net loss: Revaluation of marketable securities	(2,271) (7,566) (6,054) –
Other comprehensive income (loss)	(2,271) (7,566) (6,054) –
Total comprehensive loss	(423,713) $ (260,586) $ (1,349,428) $ (888,829) $
Net loss attributable to: Shareholders of the Company Non-controllinginterests	(408,196) $ (240,956) $ (1,304,607) $ (860,154) $ (13,246) (12,064) (38,767) (28,675)
	(421,442) $ (253,020) $ (1,343,374) $ (888,829) $
Total comprehensive loss attributable to: Shareholders of the Company Non-controllinginterests	(410,467) $ (248,522) $ (1,310,661) $ (860,154) $ (13,246) (12,064) (38,767) (28,675)
Total	(423,713) $ (260,586) $ (1,349,428) $ (888,829) $
Loss per share Basic and diluted loss per share attributable to shareholders of the Company	(0.00) $ (0.00) $ (0.01) $ (0.00) $
Weighted average number of common shares outstanding	200,869,053 191,131,829 202,199,354 191,131,829

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Northcliff Resources Ltd.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited – Expressed in Canadian Dollars, except for share information)

Note	Attributable to shareholders of the Company Share capital Reserves Number of shares Amount Equity-settled share-based payments Revaluation Deficit Total equity attributable to shareholders of the Company Non-controlling interests Total equity	Attributable to shareholders of the Company Share capital Reserves Number of shares Amount Equity-settled share-based payments Revaluation Deficit Total equity attributable to shareholders of the Company Non-controlling interests Total equity
	Share capital Number of shares Amount
Balance at November 1, 2020 Net Loss Other comprehensive loss	191,131,829 58,901,466 $ – – – –	4,645,658 $ (231,084) $ (39,465,243) $ 23,850,797 $ 3,156,507 $ 27,007,304 $ – – (860,154) (860,154) (28,675) (888,829) – – – – – –
Total comprehensive loss Capital contributions from non-controlling interests Equity-settled share-based payments 10 Settlement of Restricted Share Units 9	– – – – – – – –	– – (860,154) (860,154) (28,675) (888,829) – – – – 27,100 27,100 99,859 – – 99,859 – 99,859 (38,066) – – (38,066) – (38,066)
Balance at July 31, 2021	191,131,829 58,901,466 $	4,707,451 $ (231,084) $ (40,325,397) $ 23,052,436 $ 3,154,932 $ 26,207,368 $
Balance at November 1, 2021 Net Loss Other comprehensive loss	191,131,829 58,901,466 $ – – – –	4,721,747 $ (237,137) $ (40,732,004) $ 22,654,072 $ 3,143,821 $ 25,797,893 $ – – (1,304,607) (1,304,607) (38,767) (1,343,374) – (6,054) – (6,054) – (6,054)
Total comprehensive loss Capital contributions from non-controlling interests Issuance of common shares upon conversion of debt 8 Equity-settled share-based payments 10	– – – – 23,421,971 895,891 – –	– (6,054) (1,304,607) (1,310,661) (38,767) (1,349,428) – – – – 75,900 75,900 – – – 895,891 – 895,891 102,791 – – 102,791 – 102,791
Balance atJuly 31, 2022	214,553,800 59,797,357 $	4,824,538 $ (243,191) $ (42,036,611) $ 22,342,093 $ 3,180,954 $ 25,523,047 $

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Northcliff Resources Ltd.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited – Expressed in Canadian Dollars)

Note	Nine months endedJuly 31,
	2022 2021
Operating activities Net loss Adjustments for: Amortization 3 Equity-settled share-based payments 10 Interest income Finance expense Foreign exchange loss Changes in non-cash operating working capital: Amounts receivable and prepaid expenses Amounts payable and other liabilities Amountspayable to relatedparties	(1,343,374) $ (888,829) $ 214 498 102,791 99,859 (12,378) (8,136) 132,723 67,359 646 – (20,607) 9,495 70,664 (26,249) 436,581 123,095
Cash used in operating activities	(632,740) (622,908)
Investing activities Deferred mineral development costs 3 Interest received	(314,275) (204,973) 12,378 8,136
Cash used in investing activities	(301,897) (196,837)
Financing activities Net proceeds from borrowings 8 Capital contributions from non‐controlling interests Settlement of Restricted Share Units(RSUs) 9	1,088,906 379,386 75,900 27,100 – (38,066)
Cashprovided by financing activities	1,164,806 368,420
Increase (decrease) in cash Foreign exchange translation difference on cash held Cash,beginningbalance	230,169 (451,325) (646) – 1,440,014 1,591,395
Cash, ending balance	1,669,537 $ 1,140,070 $

Supplementary cash flow information: (Note 5)

The accompanying notes are an integral part of these condensed consolidated interim financial stateme

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For the three and nine months ended July 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

1 . NATURE AND CONTINUANCE OF OPERATIONS

Northcliff Resources Ltd. (“Northcliff” or the "Company") is a public company listed on the Toronto Stock Exchange under the symbol “NCF” and was incorporated on May 18, 2010 under the laws of the Province of British Columbia, Canada. The address of the Company's corporate office is 14th Floor, 1040 West Georgia Street, Vancouver, BC, V6E 4H1.

The Company is primarily engaged in the acquisition and development of mineral properties. The Company holds an 88.5% economic interest in the Sisson Tungsten and Molybdenum Project (the “Sisson Project” or the “Property”), located in New Brunswick, Canada. Todd Minerals Ltd. (“Todd Minerals”), a wholly-owned subsidiary of Todd Corporation, holds the remaining 11.5% interest in the Sisson Project.

These condensed consolidated interim financial statements (the “Financial Statements”) are comprised of the Company and its subsidiaries (together referred to as the "Group"). Northcliff is the ultimate parent entity of the Group.

The Group is in the process of advancing and developing the Sisson Project. The Group’s continuing operations and the underlying value and recoverability of the amount shown for the mineral property interest, consisting entirely of the Sisson Project, is dependent upon the ability of the Group to obtain the necessary financing to fund working capital requirements and complete the development and construction of the Sisson Project, obtaining the necessary permits to mine, and the future profitable production from the mine or proceeds from the disposition of its mineral property interest.

These Financial Statements are prepared on the basis that the Group will continue as a going concern which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Group’s current sources of funding consist of proceeds from the issuance of common shares of the Company, short term loan (note 8), creditors finance and contributions by Todd Minerals to the Sisson Project Limited Partnership (the “Partnership”) to be used to develop the Sisson Project.

Any change in the commitment or timing of debt and equity funding from existing or new shareholders of Northcliff, alternative capital providers, or existing or new limited partners to the Partnership may require Northcliff and the Partnership to curtail planned development activities or seek alternative sources of funding. The recoverability of the carrying value of its mineral property interest is dependent on ongoing access to financing and the successful development and commercial exploitation, or alternatively, the sale of the Sisson Project or the Company’s interest in the Partnership. As such, there is material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern. Management has concluded that presentation as a going concern is appropriate in these Financial Statements based on the Company’s current financial position, and current plans for the Sisson Project for 2022.

2 . SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

These Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”). These Financial Statements do not include all of the information and footnotes required by International Financial Reporting Standards (“IFRS”) for complete financial statements for year-end reporting purposes. These Financial Statements should be read in conjunction with the Group’s consolidated financial statements as at and for the year ended October 31, 2021. Results for the interim reporting period are not necessarily indicative of future results. The accounting policies and methods of computation applied by the Group in these Financial Statements are the same as those applied by the Group in its most recent annual consolidated financial statements which are filed under the Company’s profile on SEDAR at www.sedar.com.

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(b) Basis of Presentation and Consolidation

These Financial Statements have been prepared on a historical cost basis, except for financial instruments classified as available-for-sale which are stated at fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information.

Intercompany balances and transactions, including any unrealized income and expenses arising from intercompany transactions, are eliminated in full on consolidation. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

There was no change in the composition of the Group during the current fiscal quarter.

(c) Significant Accounting Estimates and Judgements

The critical judgements and estimates applied in the preparation of these Financial Statements are consistent with those applied in the Group’s audited consolidated financial statements as at and for the year ended October 31, 2021.

3 . MINERAL PROPERTY AND EQUIPMENT

Nine months ended July 31, 2022	Mineral property	Mineral property
	acquisition and
	development costs			Equipment		Total
Cost
Balance at November 1, 2021	$	26,840,343	$	46,287	$	26,886,630
Additions duringtheperiod		280,381		–		280,381
Balance atJuly31,2022	$	27,120,724	$	46,287	$	27,167,011
Accumulated amortization
Balance at November 1, 2021	$	–	$	46,072	$	46,072
Amortization for theperiod		–		214		214
Balance atJuly31,2022	$	–	$	46,286	$	46,286
Carrying amount
Net carrying amount at July 31,2022	$	27,120,724	$	1	$	27,120,725

The Company’s mineral property interest on the consolidated statement of financial position represents the 100% economic interest in the Sisson Project, located in New Brunswick, Canada.

The following deferred mineral development costs were recorded by the Group as additions to mineral property interest:

	Three months endedJuly31, Nine months endedJuly31,
	2022 2021 2022 2021
Engineering and design Environmental and permitting Communityand sustainability	30,638 $ 20,972 $ 30,638 $ 47,779 $ 35,394 15,000 82,713 15,000 67,860 43,087 167,030 142,194
Total	133,892 $ 79,059 $ 280,381 $ 204,973 $

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

Nine months ended July 31, 2021	Mineral property	Mineral property
	acquisition and
	development costs			Equipment		Total
Cost
Balance at November 1, 2020	$	26,472,814	$	46,287	$	26,519,101
Additions duringtheperiod		204,973		–		204,973
Balance atJuly31,2021	$	26,677,787	$	46,287	$	26,724,074
Accumulated amortization
Balance at November 1, 2020	$	–	$	45,415	$	45,415
Amortization for theperiod		–		498		498
Balance atJuly31,2021	$	–	$	45,913	$	45,913
Carrying amount
Net carrying amount at July 31,2021	$	26,677,787	$	374	$	26,678,161

4 . INVESTMENT

At July 31, 2022 and October 31, 2021, the Group’s investment represented shares of a public company, listed on the TSX Venture Exchange.

5 . CASH

		July 31,		October 31,
		2022		2021
Bankdemand deposits	$	1,669,537	$	1,440,014
Cash held in the Partnership included in the total cash balance above:
Cash available for use by the Partnership	$	55,104	$	326,109
Cash not available for use by the Partnership:
Cash held as collateral against a standbyletter of credit		874,000		874,000
Totalcash heldinthePartnership	$	929,104	$	1,200,109

6 . AMOUNTS RECEIVABLE AND PREPAID EXPENSES

		July 31,		October 31,
		2022		2021
Prepaid expenses	$	32,831	$	32,176
Sales tax receivable		37,224		17,273
Total	$	70,055	$	49,449

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

7 . AMOUNTS PAYABLE AND OTHER LIABILITIES

Due within 12 months		July 31,		October 31,
		2022		2021
Amounts payable	$	86,008	$	24,329
Accrued liabilities		52,600		81,927
Sales taxpayable		5,790		1,371
Total	$	144,398	$	107,627

8 . LOANS PAYABLE

(a) October-2020 Loan and March-2021 Loan

In October 2020, the Company entered into a convertible loan agreement (the “Convertible Loan Agreement”) to borrow $400,000 ("October-2020 Loan") from Todd Sisson (NZ) Limited ("Todd Sisson"), a subsidiary of the Todd Corporation, which is the Company’s largest shareholder and an insider of the Company. October-2020 Loan had an initial term of 12 months, which term was subsequently extended by approximately five months to March 2022 as announced by the Company in December 2021.

In March 2021, the Company and Todd Sisson entered into an amendment and restatement of the Convertible Loan Agreement, pursuant to which Todd Sisson agreed to provide an additional advance in the amount of $400,000 (“March‐2021 Loan”) with a 12‐month term.

In March 2022, pursuant to the Convertible Loan Agreement, as amended, the Company settled October-2020 Loan and March-2021 Loan for an aggregate principal sum of $800,000, plus accrued interest of $95,891 calculated at the rate of 10% per annum, by issuing 23,421,971 of its common shares to Todd Sisson.

(b) August-2021 Loan

In August 2021, the Company entered into an agreement with Todd Sisson for a loan facility (“August‐2021 Loan”) of up to $1,000,000 that was drawn down in two equal cash advances of $500,000 each on September 1, 2021 and January 10, 2022, respectively.

Each cash advance under August-2021 Loan is secured, will bear interest at a rate of 10% per annum and has a term of 12 months with the interest payable at maturity. The principal sum of August-2021 Loan, together with any interest accrued thereon, is repayable at any time by the Company without penalty, or can be settled at any time prior to maturity, either through issuances of shares in the Company ("Share Settlement") or transfer of part of the Company's interest in the Sisson Project Limited Partnership and its general partner, Sisson Mines Ltd. ("Partnership Settlement"), at the election of Todd Sisson. The conversion price used for the Share Settlement or Partnership Settlement of August-2021 Loan will be the higher of the 5-day or 30-day volume weighted average share price (VWAP) of the Company on the TSX at the maturity date.

For the Share Settlement, the maximum discount (currently 25%) allowed under the TSX rules will be applied to the Conversion Price. Disinterested shareholder approval to issue any shares in excess of 10% of currently issued and outstanding common shares was obtained at the annual general meeting held on May 6, 2022. For the Partnership Settlement, the general and limited partnership interest to be transferred will be determined as the percentage that the August-2021 outstanding principal plus accrued interest represents of the implied value of the Sisson Partnership based on the Conversion Price.

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(c) June-2022 Loan 1

On June 23, 2022, the Company announced it had entered into two secured loan agreements (“June‐2022 Loan 1” and “June‐2022 Loan 2”) for an aggregate amount of up to $5.95 million with Todd Sisson. June-2022 Loan 1, which was advanced in full to the Company in July 2022, is a secured loan facility in the amount of $750,000, bears interest at a rate of 10% per annum and is repayable on the earlier of its stated maturity or on the initial advance under June-2022 Loan 2.

June-2022 Loan 2 is a secured loan facility in the amount of $5.2 million, will bear interest at a rate of 10% per annum and can be drawn down in 4 tranches. As of July 31, 2022, no drawdown on June-2022 Loan 2 was completed. Each of the Tranche drawdowns is subject to the satisfaction of certain condition precedents and has a term of 12 months with the interest payable at maturity. The loan and accrued interest are repayable at any time by the Company without penalty, or can be settled at any time prior to maturity, either through Share Settlement or Sisson Partnership, at the election of Todd. The conversion price used for the Share Settlement or Partnership Settlement of June-2022 Loan 2 will be the 30-day volume weighted average share price of the Company on the Toronto Stock Exchange, ending on and including the date of the conversion notice with a 35% discount applied, in the case of a Share Settlement. For the Partnership Settlement, the general and limited partnership interest to be transferred will be determined as the percentage that the Loan 2 outstanding principal plus accrued interest represents of the implied value of the Sisson Partnership based on the conversion price. Disinterested shareholders of the Company approved the June-2022 Loan 2 at the Company’s extraordinary general meeting held on August 25, 2022.

The Company has recorded the loan payable, net of transaction costs, at amortized cost as a financial liability.

Loan Payable – Continuity Schedule			Nine months		Year
			ended July 31,	ended	October 31,
	Note		2022		2021
Beginning balance		$	1,340,319	$	381,312
Cash advance received (March-2021 Loan)			–		400,000
Cash advance received (August-2021 Loan)	8(b)		500,000		500,000
Cash advance received (June-2022 Loan 1)	8(c)		750,000		–
Settlement of loans, including accrued interest	8(a)		(895,891)		–
Financing costs			(161,094)		(57,001)
Accrued interest			97,893		74,026
Amortization of financingcosts			34,830		41,982
Total		$	1,666,057	$	1,340,319

9 . SHARE CAPITAL

(a) Authorized share capital

As at July 31, 2022 and October 31 2021, the authorized share capital was comprised of an unlimited number of common shares without par value. All issued shares are fully paid.

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(b) Reserves

Equity-settled share-based payments reserve

The equity-settled share-based payments reserve relates to equity-settled share-based payments described in Note 10.

Revaluation reserve

The investment revaluation reserve represents the cumulative gains and losses arising on the revaluation of the marketable securities (note 4) that have been recognized in other comprehensive income.

10 . EQUITY-SETTLED SHARE-BASED PAYMENTS

The share-based payment expense recorded in these Financial Statements included the following:

	Three months endedJuly31, Nine months endedJuly31,
	2022 2021 2022 2021
Option-based award (note 10(a)) Share‐based award – RSUs (note 10(b)) Share‐based award – DSUs(note 10(c))	37,187 $ – $ 90,101 $ 3,666 $ – 14,297 12,690 44,443 – – – 51,750
	37,187 $ 14,297 $ 102,791 $ 99,859 $

(a) Share purchase options (the “Options”)

The following summarizes the changes in the Options:

Continuity of Options	July31,2022 Nine months ended July31,2021 Nine months ended
	Weighted Weighted Number of average Number of average Options exerciseprice Options exerciseprice
Outstanding – beginning balance Granted Expired	3,535,000 $ 0.07 4,185,000 $ 0.07 3,646,500 $ 0.05 – – (1,915,000) $ 0.07 (650,000) $ 0.09
Outstanding–ending balance	5,266,500 $ 0.06 3,535,000 $ 0.07
Exercisable–ending balance	2,832,503 $ 0.06 3,535,000 $ 0.07

Awards vest in several tranches ranging from 6 months to 18 months.

The fair value of options granted during the current period was determined to be $0.03 per option, using the BlackScholes pricing model and based on the following weighted average assumptions: risk-free interest rate of 1.38%; expected volatility of 120%; underlying market price of $0.04 per share; time to expiry of 3.98 years; and dividend yield of nil%.

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

The following table summarizes information on the Options outstanding as at the following reporting dates:

Options outstanding Exerciseprice	July31,2022 October 31,2021
	Weighted average Weighted average Number of remaining Number of remaining Options contractual life Options contractual life outstanding (years) outstanding (years)
$ 0.045 $ 0.065	3,646,500 3.29 – – 1,620,000 1.87 3,535,000 1.53
Total	5,266,500 2.85 3,535,000 1.53

(b) Restricted Share Units (“RSU”)

The following summarizes the changes in the Company’s RSUs:

Number of RSUs	Nine months endedJuly31,
	2022 2021
Outstanding – beginning balance Granted Expired Settlement	3,780,845 3,389,251 – 1,181,642 (1,642,485) – – (790,048)
Outstanding–ending balance	2,138,360 3,780,845
Vested–ending balance	– –

(c) Deferred Share Units (“DSU”)

The following summarizes the changes in the Company’s DSUs:

Number of DSUs	Nine months endedJuly31,
	2022 2021
Outstanding – beginning balance Granted	4,005,296 2,927,170 – 1,078,126
Outstanding–ending balance	4,005,296 4,005,296
Vested–ending balance	4,005,296 4,005,296

11 . RELATED PARTY TRANSACTIONS

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation.

Note 8 includes disclosures relating to various financing arrangements with a subsidiary of Todd Corporation, which is the Company’s largest shareholder and an insider. Amounts payable to other related parties are comprised of the following:

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021

(Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

			July 31,		October 31,
	Note		2022		2021
Unpaid directors' fees	11(a)	$	620,244	$	450,219
Amount owingto Hunter Dickinson Services Inc.	11(b)		913,381		646,825
Total		$	1,533,625	$	1,097,044

(a) Transactions with Key Management Personnel

Key management personnel (“KMP”) are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.

To conserve cash, the Company ceased to make cash payments for directors’ fees commencing November 1, 2020 and accrued the unpaid amount of directors’ fees in these Financial Statements.

Transactions with KMP were as follows:

	Three months endedJuly31, Nine months endedJuly31,
	2022 2021 2022 2021
Remuneration for services of KMP employed under contract with HDSI (i) Share-based compensation	167,940 $ 49,000 $ 554,540 $ 197,000 $ 11,847 14,000 58,485 99,000
	179,787 $ 63,000 $ 613,025 $ 296,000 $

(i) Certain of the Company's executive directors and senior management are employed by the Company through Hunter Dickinson Services Inc. ("HDSI").

(b) Balances and transactions with related entities

Certain directors and employees of Hunter Dickinson Services Inc. ("HDSI") are KMP of the Company. Pursuant to certain services agreements between the Company and HDSI, the Group, upon request, receives geological, engineering, corporate development, administrative, management and shareholder communication services from HDSI. The Group determines the nature, timing and extent of services received from HDSI. HDSI also incurs third party costs on behalf of the Group that are reimbursed by the Group at cost with no markup.

The following is a summary of transactions with HDSI:

	Three months endedJuly31, Nine months endedJuly31,
	2022 2021 2022 2021
Services requested from HDSI and received based on annually set rates: Accounting 30,000 $ 32,000 $ 115,000 $ 120,000 $ Legal 15,000 2,000 34,000 19,000 Administration 7,000 2,000 14,000 9,000 Corporate communications and stakeholder affairs 4,000 – 8,000 6,000 Engineering 55,000 – 85,000 – Geology 7,000 – 7,000 3,000 Project management and financing 85,000 22,000 209,000 86,000 Management and directors’ fees 28,000 10,000 71,000 38,000
231,000 $ 68,000 $ 543,000 $ 281,000 $
Reimbursement of third party costs incurred by HDSI on behalf of the Group 54,000 $ 35,000 $ 110,000 $ 87,000 $

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Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three and nine months ended July 31, 2022 and 2021 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

12 . EMPLOYMENT COSTS

Employees’ salaries and benefits, included in various expenses were as follows:

	Three months endedJuly31, Nine months endedJuly31,
	2022 2021 2022 2021
Project management and financing General and administration expenses Equity-settled share-basedpayments	116,437 $ 22,726 $ 212,005 $ 87,140 $ 156,927 51,674 493,167 263,800 37,187 14,297 102,791 99,859
	310,551 $ 88,697 $ 807,963 $ 450,799 $

(i) Salaries include remuneration of KMPs and amounts paid to HDSI for services (note 11(a)).

13 . EVENTS AFTER THE REPORTING PERIOD

In September 2022, the Company settled the first tranche of August-2021 Loan (note 8(b)) for an aggregate principal sum of $500,000, plus accrued interest, by issuing 17,512,503 of its common shares to Todd.

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