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Northcliff Signs Definitive Joint Venture Agreement to Acquire Shares

Northcliff Signs Definitive Joint Venture Agreement to Acquire Shares

Northcliff Signs Definitive Joint Venture Agreement to Acquire Shares15. May 2012, Vancouver, BC - Northcliff Resources Ltd. ("Northcliff") (TSX: NCF) - a company of the Hunter Dickinson Inc. Business Group - announces that the company has a definitive joint venture agreement ("Agreement") to acquire ("acquire") the remaining 30% interest on the Sisson Tungsten-Molybdenum Project ("Project Sisson") by its joint venture partner Geodex Minerals Ltd. ("Geodex") (TSX.V: GXM) (TSX.V: GXM). A copy of the agreement will be published on Sedar at www.sedar.com.

According to the press release from 18. April 2012 has approved Geodex to sell its 30% stake in the Sisson project in New Brunswick. In return, Northcliff has agreed to cede 16.003.700 common stock and 1 million $ in cash to Geodex and also to repatriate the 3.333.333 Geodex common stock acquired by the Company in 2010.

Like Geodex on 2. May 2012 announced, the Board of Directors has unanimously agreed that Geodex will distribute the 16.003.700 Northcliff shares to Geodex shareholders upon completion of the transaction. By agreement, the transaction is due to 21. June 2012 be completed.

Northcliff and Geodex shareholders must approve the acquisition.

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 for Northcliff and the Sisson Project, please visit the Company's website at www.northcliffresources.com or contact the Investor Center at + 1 (604) 684-6365 or 1-800-667-2114 (within from 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 10. May note 2012!

The original English message can be found at:
http://www.irw-press.at/press_html.aspx?messageID=25091

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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