Northcliff Resources Ltd.

Disclaimer

Website Information

The facts and information provided to users in the pages of the Northcliff Resources Ltd. website are for informational purposes only. Users should not rely on information on this website for any purpose other than for gaining general knowledge of Northcliff Resources Ltd.

This information is not intended to be and should not be construed in any way as part of an offering or solicitation of securities. No securities commission or other regulatory authority in Canada, the United States or any other country or jurisdiction has in any way passed an opinion on the information contained in these pages.

Forward-Looking Statements

This website includes certain statements that may be deemed "forward-looking statements" under applicable law. Forward-looking statements include, but are not limited to, Northcliff Resources Ltd.'s continued advancement of its mineral exploration and development programs. When used in this website, the words "potential," "anticipate," "forecast," "believe," "estimate," "expect," "may," "project," "plan" and similar expressions are intended to be among the statements that identify forward-looking statements. All statements on this website, other than statements of historical facts, are forward-looking statements, including statements that relate to exploration drilling, exploitation activities, and events or developments that Northcliff Resources Ltd. expects to occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although Northcliff Resources Ltd. believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Assumptions used by Northcliff Resources Ltd. to develop forward-looking statements include the following: the Sisson Project will obtain all required environmental and other permits for construction of the mine; the Sisson Project will achieve targeted production levels; study and development of the Sisson Project will continue to be positive; contracted parties will provide goods and/or services during the agreed timeframes; equipment necessary for construction and development is available and does not incur unforeseen breakdowns; no material labour slowdowns or strikes are incurred; plant and equipment functions will be as specified; geological or financial parameters do not necessitate future mine plan changes; and no geological or technical problems occur. Factors that could cause actual results to differ materially from those in forward-looking statements include fluctuations in market prices, the conclusions of feasibility and technical analyses, lower than expected grades and quantities of mineralization and resources, continuity of mineralization, technological or mechanical problems relating to exploration or development, mining rates and recovery rates, potential environmental and other liabilities associated with exploration, development and mining activities, uncertainties related to the ability to obtain necessary environmental, land use and other permits, approvals and licenses on a timely basis, delays due to third party opposition or litigation, the exploration and development of properties located within First Nations treaty and asserted territories may affect or be perceived to affect treaty and asserted aboriginal rights and title, which may cause permitting delays or opposition by First Nation communities, changes in laws or government policies regarding natural resource exploration and exploitation, availability of financing on terms acceptable to Northcliff Resources Ltd., and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on Northcliff Resources Ltd. and potential factors that could affect financial results, investors should review Northcliff Resources Ltd.'s continuous disclosure filings that are available at www.sedar.com.

Scientific and Technical Information

All scientific and technical information contained on this website has been reviewed and approved by a "qualified person" within the meaning of National Instrument 43-101 of the Canadian Securities Administrators. Each has relevant experience with the Sisson Project but is not independent of Northcliff Resources Ltd. Information on geology, exploration and mineral resources and reserves has been reviewed by James Lang, PGeo., and information related to engineering and metallurgy by Kelly Boychuk, PEng.


Cautionary Note to U.S. Investors Concerning Resource and Reserve Estimates

The mineral reserves and mineral resources disclosed on this website have been estimated in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), as required by Canadian securities regulatory authorities. The Company is not subject to the reporting requirements of section 13(a) of section 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company's U.S. investors should be aware that the SEC has adopted amendments to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC, effective February 25, 2019 (the "SEC Modernization Rules"). The SEC Modernization Rules include the adoption of definitions of resources and reserves and their various categories which are "substantially similar" to the corresponding terms under the Definition Standards developed by the Canadian Institute of Mining and Metallurgy ("CIM Definition Standards") as required under NI 43-101. Accordingly, there is no assurance any resources and reserves that we may report as "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" and "proven mineral reserves" and "probable mineral reserves" under NI 43-101 would be the same had we prepared these estimates under the standards adopted under the SEC Modernization Rules.

Northcliff Resources Ltd. also cautions investors not to assume that all or any part of the mineral deposits in the categories "measured resources," "indicated resources" and "inferred resources" will ever be converted into reserves. In addition, "inferred resources" have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a Preliminary Economic Assessment as defined under 43-101. Investors are cautioned not to assume that all or part of an inferred resource exists, or is economically or legally mineable.


No Warranty

Although Northcliff Resources Ltd. believes the facts and information contained in the pages of this website to be correct and attempts to keep this information as current as possible, Northcliff Resources Ltd. does not warrant or make any representations as to the accuracy, validity or completeness of any facts or information contained in these pages.

Disclaimer

Northcliff Resources Ltd. shall not be liable or responsible for any claim or damage, direct or indirect, special or consequential, incurred by the user arising out of the interpretation, reliance upon or other use of the information contained in the pages of this website.

Hyperlinks

Any hyperlinks to or from this website from or to another website is provided to the user for convenience only. No endorsement of any products or services is expressed or implied by any information, material or content referred to or included on, or linked from this website.

Trademarks and Copyright

Certain names, graphics, logos, icons, designs, words, titles or phrases on this website may constitute trade names or trademarks of Northcliff Resources Ltd. The display of any trademark does not imply that a license of any kind to use the trademark has been granted. All information found in the pages of this website is protected under the copyright laws of Canada and in other countries.

Unless otherwise specified, no user has permission to copy, redistribute, reproduce or republish, in any form, any information found in the pages of this website. Any user who, without authorization, re-transmits, copies or modifies any trademarks may violate federal or common law trademark and/or copywriter law, and may be subject to legal action.

Applicable Law

Northcliff Resources Ltd. does not currently offer any products or services for sale. Any matters arising from the use of this website will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Confidentiality

Confidentiality and security of information provided over the Internet is not possible at this time. Northcliff Resources Ltd. cannot ensure the privacy and authenticity of any information or correspondence shared over the Internet between it and a user, and will not be responsible for any damages or claims incurred by a user who communicates confidential information to Northcliff Resources Ltd. through this website.

Twitter

Should you choose to access any Twitter feeds from the Northcliff Resources Ltd. website or relating to Northcliff Resources Ltd., you will be entering a website directly or indirectly maintained by a third party (an "External Website") and you will do so at your own risk. Any link to the External Website is provided for convenience purposes only. By clicking on such link, you acknowledge and agree that Northcliff Resources Ltd. is not responsible for, and hence does not accept or assume any responsibility or liability whatsoever with regard to the data protection policy and the content, or the operation of, the External Website and/or any linked sites. In particular, you acknowledge and agree that:
THE POSTING AND PRESENCE OF CONTENT ON TWITTER DOES NOT MEAN THAT NORTHCLIFF RESOURCES LTD. AGREES WITH THE CONTENT, ENSURES ITS ACCURACY OR OTHERWISE APPROVES OF IT. NOTHING IN ANY TWITTER PAGE CONSTITUTES A BINDING REPRESENTATION, AGREEMENT OR AN ENDORSEMENT ON THE PART OF NORTHCLIFF RESOURCES LTD. NORTHCLIFF RESOURCES LTD. ASSUMES NO LIABILITY FOR ANY INFORMATION THAT MAY BE SET OUT ON ANY THIRD PARTY INTERNET SITE, INCLUDING TWITTER. PLEASE REVIEW THE DISCLAIMER ABOVE AND THE TWITTER SITE TERMS OF USE CAREFULLY.