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Northcliff Resources Ltd .: TSX Exchange regulatory authority granted Northcliff conditional approval to acquire the remaining 30% interest in the Sisson project

Northcliff Resources Ltd .: TSX Exchange regulatory authority granted Northcliff conditional approval to acquire the remaining 30% interest in the Sisson project

Northcliff Resources Ltd .: TSX Exchange regulatory authority granted Northcliff conditional approval to acquire the remaining 30% interest in the Sisson projectMay 08.05.2012, 26, Vancouver, BC - Northcliff Resources Ltd. (“Northcliff”) (TSX: NCF) - a company of the Hunter Dickinson Inc. group of companies - announces that on April 2012, 30 the TSX Exchange will conditionally acquire (“Acquire”) the shares previously held by joint venture partner Geodex Minerals Ltd. (“Geodex”) (TSX.V: GXM) has approved a XNUMX% interest in the Sisson tungsten-molybdenum project (“Sisson Project”). Geodex announced that it has received approval from the TSX Venture Exchange.

According to the press release from 18. April 2012 has agreed to sell its 30% stake in the Sisson project in New Brunswick to Northcliff. In return, Northcliff has agreed to transfer 16.003.700 Common Stock and 1 Million $ in cash to Geodex and to reimburse 3.333.333 Geodex common stock acquired by the Company in 2010.

The shareholders of Northcliff must approve the acquisition of the Shares and the related transfer of Northcliff Shares to Geodex and will vote on them at the AGM

Northcliff becomes the AGM on 30. May hold 2012 at 14.30 Watch at their headquarters in 1040 W. Georgia Street in Vancouver.

Geodex has announced that its Board of Directors has unanimously decided to distribute the 16.003.700 Northcliff shares that the Company receives as a partial payment for the sale of its interest in the Sisson Project to the shareholders of Geodex upon completion of the transaction. Geodex shareholders receive 0,145 Northcliff shares for each of their Geodex shares. Geodex has not set a date for dividend distribution or payment.

The distribution of the Northcliff Shares to the Geodex Shareholders must be authorized by both the TSX Venture Exchange and the Geodex Shareholders. The shareholders' meeting of Geodex to vote on the transaction was on 18. June 2012 scheduled.

About Northcliff

Northcliff is a listed company on the TSX Venture Exchange (NCF) of the Hunter Dickinson Group (HDI Group). The HDI Group is one of North America's largest privately-owned commodities corporations. Headquartered in Vancouver, Canada, this diversified, global company has been engaged in raw material development for over 25 years and has successfully completed debt and equity financing totaling approximately 2,5 billion C $ (Canadian Dollars) and through 20 project transactions.

Northcliff is one of currently eight high-growth commodity companies in the HDI Group's portfolio. The main business of Northcliff is the exploration and development of the tungsten-molybdenum project Sisson in New Brunswick (Canada).

For more information about Northcliff and the Sisson project, please visit the company's Web site at www.northcliffresources.com or contact the Investor Relations Center at (604) 684-6365 or 1-800-667-2114 ( within North America).

Christopher Zahovskis
President & CEO

Robin Bennett
VP | Corp. Development (HDI)
Phone: +1.604.684.6365
Fax: + 1.604.684.8092
Email: ppgad@pucrs.br
www.hdimining.com
www.hdimining.com/de

No liability is assumed for the accuracy of the translation! Please original english message from the 2. May note 2012!

The original English message can be found at:
http://www.irw-press.at/press_html.aspx?messageID=25034

No regulatory authority accepts responsibility for the accuracy or accuracy of this news release.

This press release contains certain statements that may be deemed "forward-looking statements". All statements in this press release, other than historical facts, relating to the successful acquisition, permits, exploration drilling, mining activities and other events or developments anticipated by the company are forward-looking statements. Although the company assumes that the expectations expressed in such forward-looking statements are based on realistic assumptions, such statements are not indicative of future performance. The 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 expressed in the forward-looking statements include, but are not limited to, uncertainties regarding shareholder support, legal approval requirements, market prices, exploration and production successes, the Continuity of mineralization, possible environmental events or liability claims in connection with exploration, development and production activities, uncertainties in relation to obtaining the necessary permits, licenses and legal claims, delays due to a lack of cooperation by third parties, changes in government policy and their impact on exploration and production of raw materials, the permanent availability of capital and finance and the general economic, market or business situation. Investors are cautioned that such statements are no guarantee of future performance and that actual results or developments may differ materially from those expressed in the forward-looking statements. Investors who would like more information on the company are referred to the company's ongoing reports at www.sedar.com.

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