Northcliff Resources Ltd. — Interim / Quarterly Report 2024

Mar 18, 2024

==> picture [269 x 63] intentionally omitted <==

Northcliff Resources Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JANUARY 31, 2024 AND 2023

(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	January 31, October 31, 2024 2023
ASSETS Non-current assets Mineral property and equipment 3 Investment 4 Current assets Amounts receivable and prepaid expenses 6 Cash and cash equivalent 5	28,806,898 $ 28,673,602 $ 15,133 52,209
	28,822,031 28,725,811
	137,070 173,873 1,997,592 2,130,570
	2,134,662 2,304,443
TOTAL ASSETS	30,956,693 $ 31,030,254 $
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	67,384,625 $ 65,364,625 $ 4,522,217 4,559,293 (45,828,855) (45,260,991)
	26,077,987 24,662,927 3,938,147 3,969,398
	30,016,134 28,632,325
	120,373 503,427 820,186 573,962 – 1,320,540
	940,559 2,397,929
TOTAL EQUITY AND LIABILITIES	30,956,693 $ 31,030,254 $

Nature and continuance of operations (note 1)

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 March 18, 2024 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/ Andrew Ing Peter Mitchell Andrew Ing Director Director

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 endedJanuary 31,
	2024 2023
Expenses Project management and financing General and administration Equity-settled share-basedpayments 10	281,947 $ 88,444 $ 332,055 522,007 – 8,856
Loss from operations Interest income Finance expense 8 Foreign exchange loss	(614,002) (619,307) 27,686 49,227 (12,793) (233,236) (6) (220)
Loss before income tax Income tax	(599,115) (803,536) – –
Net loss	(599,115) $ (803,536) $
Other comprehensive income (loss) Items that may not be reclassified subsequently to net loss: Revaluation of marketable securities	(37,076) 51,452
Other comprehensive income (loss)	(37,076) 51,452
Total comprehensive loss	(636,191) $ (752,084) $
Net loss attributable to: Shareholders of the Company Non-controllinginterests	(567,864) $ (774,930) $ (31,251) (28,606)
Total net loss	(599,115) $ (803,536) $
Total comprehensive loss attributable to: Shareholders of the Company Non-controllinginterests	(604,940) $ (723,478) $ (31,251) (28,606)
Total comprehensive loss	(636,191) $ (752,084) $
Loss per share Basic and diluted loss per share attributable to shareholders of the Company	(0.00) $ (0.00) $
Weighted average number of common shares outstanding	528,425,501 237,466,023

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

Northcliff Resources Ltd.

Condensed Consolidated Interim Statements of Changes in Equity

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

Note	Attr	ibutable to shareholders of the Company Reserves 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, 2022 Net Loss Other comprehensive loss	232,066,303 60,349,000 $ – – – –	4,830,342 $ (243,947) $ (42,614,497) $ 22,320,898 $ 3,543,099 $ 25,863,997 $ – – (774,930) (774,930) (28,606) (803,536) – 51,452 – 51,452 – 51,452
Total comprehensive loss Capital contributions from non-controlling interests Issuance of common shares upon conversion of August-2021 Loan (2nd Tranche) 8(a) Equity-settled share-based payments 10	– – – – 23,655,914 550,000 – –	– 51,452 (774,930) (723,478) (28,606) (752,084) – – – – 267,324 267,324 – – – 550,000 – 550,000 8,856 – – 8,856 – 8,856
Balance at January 31, 2023	255,722,217 60,899,000 $	4,839,198 $ (192,495) $ (43,389,427) $ 22,156,276 $ 3,781,817 $ 25,938,093 $
Balance at November 1, 2023 Net Loss Other comprehensive loss	482,304,983 65,364,625 $ – – – –	4,757,085 $ (197,792) $ (45,260,991) $ 24,662,927 $ 3,969,398 $ 28,632,325 $ – – (567,864) (567,864) (31,251) (599,115) – (37,076) – (37,076) – (37,076)
Total comprehensive loss Capital contributions from non-controlling interests Issuance of common shares upon conversion of June-2022 Loan (Last Tranches) Issuance of common shares pursuant to Private Placements 9(b)	– – – – 69,473,684 1,320,000 37,333,333 700,000	– (37,076) (567,864) (604,940) (31,251) (636,191) – – – – – – – – – – 1,320,000 – 1,320,000 – – – 700,000 – 700,000
Balance atJanuary 31, 2024	589,112,000 67,384,625 $	4,757,085 $ (234,868) $ (45,828,855) $ 26,077,987 $ 3,938,147 $ 30,016,134 $

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

Northcliff Resources Ltd.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited – Expressed in Canadian Dollars)

Note	Three months endedJanuary 31,
	2024 2023
Operating activities Net loss Adjustments for: 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	(599,115) $ (803,536) $ – 8,856 (27,684) (49,227) 12,793 233,236 – – 36,803 24,850 51,369 12,602 246,224 (1,082,586)
Cash used in operating activities	(279,610) (1,655,805)
Investing activities Deferred mineral development costs 3 Interest received	(567,719) (292,224) 27,684 49,227
Cash used in investing activities	(540,035) (242,997)
Financing activities Net proceeds from borrowings 8 Withholding tax paid relating to the Loan interest Proceeds from the Private Placement 9(b) Capital contributions from non‐controllinginterests	– 1,180,240 (13,333) – 700,000 – – 267,324
Cashprovided by financing activities	686,667 1,447,564
Decrease in cash Foreign exchange translation difference on cash held Cash,beginningbalance	(132,978) (451,238) – – 2,130,570 4,930,832
Cash, ending balance	1,997,592 $ 4,479,594 $

Supplementary cash flow information: (Note 5)

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

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

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. (the “Todd Group”) holds the remaining 11.5% interest in the Sisson Project.

These consolidated financial statements (the “Financial Statements”) are comprised of the Company and its subsidiaries (together referred to as 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 loans (note 8), convertible loans (note 8) and contributions by the Todd Group to the Sisson Project Limited Partnership (the “Partnership”) to be used to develop the Sisson Project. Todd Group is the ultimate parent of the Group and holds majority voting rights in Northcliff.

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, seek alternative sources of funding or terminate operations. 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 plans for the Sisson Project for 2024.

2 . MATERIAL ACCOUNTING POLICY INFORMATION

(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, 2023. 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.sedarplus.ca.

Page 6

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023 (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 availablefor-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, 2023.

3 . MINERAL PROPERTY AND EQUIPMENT

Three months ended January 31, 2024	Mineral property	Mineral property
	acquisition and
	development costs			Equipment		Total
Cost
Balance at November 1, 2023	$	28,673,602	$	46,287	$	28,719,889
Additions duringtheperiod		133,296		–		133,296
Balance atJanuary31,2024	$	28,806,898	$	46,287	$	28,853,185
Accumulated amortization
Balance at November 1,2023	$	–	$	46,287	$	46,287
Balance atJanuary31,2024	$	–	$	46,287	$	46,287
Carrying amount
Net carrying amount at January 31,2024	$	28,806,898	$	–	$	28,806,898

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 endedJanuary31,
	2024 2023
Engineering and design Environmental and permitting Communityand sustainability	23,980 $ 113,890 $ 71,707 174,860 37,609 32,425
Total	133,296 $ 321,175 $
Three months ended January 31, 2023 Mineral property acquisition and development costs Equipment Total
Cost Balance at November 1, 2022 27,393,646 $ 46,287 $ 27,439,933 $ Additions duringtheperiod 321,175 – 321,175
Balance atJanuary31,2023 27,714,821 $ 46,287 $ 27,761,108 $

Page 7

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023

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

Accumulated amortization
Balance at November 1,2022	$	–	$	46,287	$	46,287
Balance atJanuary31,2023	$	–	$	46,287	$	46,287
Carrying amount
Net carrying amount at January 31,2023	$	27,714,821	$	–	$	27,714,821

4 . INVESTMENT

At January 31, 2024 and October 31, 2023, the Group’s investment represented shares of a public company, listed on the TSX Venture Exchange.

5 . CASH

		January 31,		October 31,
		2024		2023
Cashathand	$	1,997,592	$	2,130,570
Cash held in the Partnership included in the total cash balance above:
Cash available for use by the Partnership	$	289,757	$	1,127,679
Cash not available for use by the Partnership:
Cash held as collateral against a standbyletter of credit		874,000		874,000
Totalcash heldinthePartnership	$	1,163,757	$	2,001,679

6 . AMOUNTS RECEIVABLE AND PREPAID EXPENSES

		January 31,		October 31,
		2024		2023
Other receivable	$	14,412	$	14,412
Prepaid expenses		23,362		60,063
Sales tax receivable		99,296		99,398
Total	$	137,070	$	173,873

7 . AMOUNTS PAYABLE AND OTHER LIABILITIES

Due within 12 months		January 31,		October 31,
		2024		2023
Amounts payable	$	63,271	$	447,955
Accrued liabilities		52,479		50,726
Sales taxpayable		4,623		4,746
Total	$	120,373	$	503,427

Page 8

For the three months ended January 31, 2024 and 2023 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

8 . LOANS PAYABLE

(a) 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 was secured, bore interest at a rate of 10% per annum and had a term of 12 months from the date of the advance with the interest payable at maturity. The principal sum of August-2021 Loan, together with any interest accrued thereon, was repayable at any time by the Company without penalty, or could 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 was 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 would have been 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 would have been 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.

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

In January 2023, the Company settled the second advance received under August-2021 Loan for an aggregate principal sum of $500,000, plus accrued interest of $50,000, by issuing 23,655,914 of its common shares to Todd Sisson.

(b) June-2022 Loan

In June 2022, the Company entered into two additional secured loan agreements with Todd Sisson for a loan facility (“Loan 1” and “Loan 2” or the “Loan Funding”) for an aggregate amount of up to $5.95 million with Todd Sisson. In July 2022, the Company received $750,000 in cash advance against Loan 1, which cash advance was repaid in full in September 2022, along with accrued interest of $14,589. During the year ended October 31, 2022, the Company received an aggregate amount of $4,000,000 as cash advances against Loan 2. The remaining balance of the Loan Facility was drawn down in December 2022.

Loan 1 was a secured loan facility in the amount of $750,000, bore interest at a rate of 10% per annum, and had a term of up to 6 months with the interest payable at maturity. The loan and accrued interest were repayable at any time by the Company without penalty, but must be settled at the earlier of a) maturity or b) from the proceeds of Tranche 1 of Loan 2.

Loan 2 was a secured loan facility in the amount of $5.2 million, and bore interest at a rate of 10% per annum. Each cash advance under June-2022 Loan had a term of 12 months with the interest payable at maturity. The loan and accrued interest were repayable at any time by the Company without penalty, or could be settled at any time prior to maturity, either through Share Settlement or Partnership Settlement, at the election of Todd. The conversion price used for the Share Settlement or Partnership Settlement would 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. Disinterested shareholder approval to issue any shares in excess of 10% of currently issued and outstanding common shares in respect of the June‐2022 Loan was obtained at the Company’s extraordinary general meeting held on August

Page 9

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

By October, 2023, the Company had settled the first three tranches of the $5,200,000 loan in the amount of $4,000,000, plus accrued interest of $400,000, by issuing 225,789,474 shares to Todd Sisson.

In December 2023, the Company settled the last tranche of advance received under June-2022 Loan for an aggregate principal sum of $1,200,000, plus accrued interest of $120,000, by issuing 69,473,684 of its common shares to Todd Sisson.

Loan Payable – Continuity Schedule			Three months		Year
		ended January 31, ended			October 31,
	Note		2024		2023
Beginning balance		$	1,320,540	$	4,448,805
Aggregate amount of cash advances received (June-2022 Loan)	8(b)		–		1,200,000
Settlement of loans, with accrued interest, in shares (June-2022 Loan)	8(b)		(1,320,000)		(4,400,000)
Settlement of August-2021 Loan, along with accrued interest, in shares	8(b)		–		(550,000)
Withholding tax paid relating to the Loan interest			(13,333)		(51,624)
Financing costs			–		(12,581)
Accrued interest			10,521		494,548
Amortization of financingcosts			2,272		191,392
Total		$	–	$	1,320,540

9 . SHARE CAPITAL

(a) Authorized share capital

As at January 31, 2024 and October 31 2023, the authorized share capital was comprised of an unlimited number of common shares without par value. All issued shares are fully paid.

(b) Private Placement

In January, 2024, the Company closed a non-brokered private placement (the “Private Placement”) of 37,333,333 common shares of the Company (“Common Shares”) at a price of $0.01875 per Common Share with the Todd Sisson (NZ) Limited (“Todd”), a subsidiary of the Todd Corporation, the Company’s largest shareholder, for gross proceeds to the Company of $700,000. Following the Private Placement, Todd owned 476,391,477 Common Shares of the Company or an 80.86% interest in the Company. The Common Shares issued were subject to applicable resale restrictions, including a hold period of four months and one day from the closing of the Private Placement under Canadian securities rules. 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.

(c) 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.

Page 10

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

10 . EQUITY-SETTLED SHARE-BASED PAYMENTS

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

	Three months endedJanuary31,
	2024 2023
Option-based award (note10(a))	– $ 8,856 $

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

The following summarizes the changes in the Options:

Continuity of Options	January31,2024 Three months ended January31,2023 Three months ended
	Weighted Weighted Number of average Number of average Options exerciseprice Options exerciseprice
Outstanding– beginningbalance	5,266,500 $ 0.05 5,266,500 $ 0.05
Outstanding–ending balance	5,266,500 $ 0.05 5,266,500 $ 0.05
Exercisable–ending balance	5,266,500 $ 0.05 4,051,003 $ 0.05

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

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

Options outstanding Exerciseprice	January31,2024 October 31,2023
	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 1.79 3,646,500 2.04 1,620,000 0.36 1,620,000 0.61
Total	5,266,500 1.35 5,266,500 1.60

(b) Restricted Share Units (“RSU”)

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

Number of RSUs	Three months endedJanuary31,
	2024 2023
Outstanding – beginning balance Granted Expired Settlement	1,181,641 1,860,327 – – (1,181,641) – – –
Outstanding–ending balance	– 1,860,327
Vested–ending balance	– –

Page 11

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023

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

(c) Deferred Share Units (“DSU”)

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

Number of DSUs	Three months endedJanuary31,
	2024 2023
Outstanding – beginning balance Granted Settlement	3,212,004 4,005,296 – – – –
Outstanding–ending balance	3,212,004 4,005,296
Vested–ending balance	3,212,004 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:

			January 31,		October 31,
	Note		2024		2023
Unpaid directors' fees	11(a)	$	590,979	$	521,655
Amount owingto Hunter Dickinson Services Inc.	11(b)		229,207		52,307
Total		$	820,186	$	573,962

(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 the Company's fiscal year 2020, until the cash payment resumed effective January 2022. Effective January 2024, the Company ceased the payments of director fees for one director. The Company has accrued the unpaid amount of directors’ fees in these Financial Statements.

Transactions with KMP were as follows:

	Three months endedJanuary31,
	2024 2023
Remuneration for services of KMP employed under contract with HDSI (i) Remuneration of KMP directly paid by the Group (ii) Share-based compensation	227,153 $ 193,208 $ 34,500 37,258 – 5,017
	261,653 $ 235,483 $

(i) Certain of the Company's directors and senior management are engaged by the Company through Hunter Dickinson

Services Inc. ("HDSI").

(ii) These payments represent fees paid to independent directors.

Page 12

Northcliff Resources Ltd.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended January 31, 2024 and 2023 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated)

(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 endedJanuary31,
	2024 2023
Services requested from HDSI and received based on annually set rates: Accounting Legal Administration Corporate communications and stakeholder affairs Corporate development Engineering Geology Project management and financing Management and directors’ fees	44,000 $ 62,000 $ 13,000 11,000 6,000 6,000 12,000 9,000 17,000 34,000 71,000 74,000 – 2,000 110,000 72,000 71,000 75,000
– $ – $	344,000 $ 345,000 $
Reimbursement of third party costs incurred by HDSI on behalf of the Group	41,000 $ 45,000 $

12 . EMPLOYMENT COSTS

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

	Three months endedJanuary31,
	2024 2023
Project management and financing General and administration expenses Equity-settled share-basedpayments	256,125 $ 71,917 $ 144,172 286,261 – 8,856
	400,297 $ 367,034 $

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

Page 13