GRAYCLIFF EXPLORATION LIMITED (the “a company“or”Graycliff“) (CSE: grey) (otqqb:grecf) (FSE:GE0“It is pleased to announce the launch of a private placement without brokerage.”an offer“”) Up to 8,000,000 units of the company (“Units“) at a price of US$0.35 per unit, for gross proceeds of US$2,800,000.
Each Unit will consist of one (1) common share in the capital of the Company (A)Share“) and one-half of a warrant to purchase the Company’s common stock (each whole warrant,”noteEach Warrant shall entitle the holder to acquire one (1) additional share at an exercise price of $0.55 for a period of twelve (12) months from the date of issuance, provided that the Warrants may not be exercised for a period of 60 days from the date of issuance.
The Company intends to use the net proceeds of the Offering to advance exploration activities at its Shakespeare Properties, as well as for general corporate purposes and administrative expenses, all as more specifically set forth in the Offering Document (defined below).
Subject to compliance with applicable securities laws and Canadian securities exchange policies, the Company may pay qualified finders a fee equal to 8% of the gross cash proceeds received from the sale of units payable in cash and the issuance of a number of warrants (“Finder commands“) is equal to 8% of the total number of units issued. Researcher orders will have the same conditions as commands.
The units will be issued on a private placement basis in accordance with the source financing exemption included under Part 5A of National Instrument 45-106 – Prospectus exemptions ((in 45-106“), as amended and supplemented by Comprehensive Coordinated Order No. 45-935 – Exemptions from some listed source financing exemption conditions (the “Lifetime exemption“).
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the units sold under the Offer will be offered pursuant to a LIFE exemption to purchasers resident in each province and territory of Canada, other than Quebec, and it is expected that such securities will be freely tradable immediately and will not be subject to a hold period under applicable Canadian securities laws. There is an offer document (“Offer document”) relating to units issuable under the LIFE exemption which can be accessed under the company profile at www.sedarplus.ca And on the company’s website https://graycliffexploration.com/. Prospective investors should read the offering document before making an investment decision.
The offering is scheduled to close on or about June 30, 2026.
The securities offered have not been and will not be registered under U.S. securities law and may not be offered or sold in the United States, or for the account or benefit of U.S. persons or U.S. persons, absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Graycliff Exploration Limited
Graycliff Exploration is a mineral exploration company focused on 1,366 hectares of promising land, located approximately 88 km west of Sudbury on the prolific Canadian Shield. The company’s Shakespeare Project consists of one patented crown lease, two crown leases and 82 claims on a property that includes the historic Shakespeare Gold Mine, which operated from 1903 to 1907. Graycliff has to date drilled more than 12,900 metres, with visible gold mineralization and significant gold screening intervals in several drill holes. Learn more on the company website: https://graycliffexploration.com
On behalf of the Board of Directors,
James McIntosh, Chairman
(email protected) Or (416) 271-8300
Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this news release.
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of the company’s management with respect to future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends,” “expects,” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “should,” “will,” or “occur.” This information and statements, referred to herein as “forward-looking statements,” are not historical facts, are made as of the date of this press release and include, without limitation, statements regarding discussions of future plans, estimates and projections and statements regarding management’s expectations and intentions with respect to, among other things: the expected closing date of the offering; The expected proceeds to be raised under the offering; The intended use of any proceeds raised under the offering; and pay any fees to the researcher in connection with the offer.
These forward-looking statements involve numerous risks and uncertainties and actual results may differ materially from the results suggested in any forward-looking statements. These risks and uncertainties include, among others: the Company’s inability to raise the proceeds expected under the offering; The Company’s inability to benefit from the expected proceeds from the offering as expected; and Risks related to global financial markets, including the trading price of the company’s shares.
In making the forward-looking statements in this press release, the Company has applied numerous material assumptions, including but not limited to: the Company will be able to raise the expected proceeds under the offering and on the expected timeline; The company will use the proceeds from the offering as currently expected.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Such statements cannot be guaranteed to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on this information may not be appropriate for other purposes. The Company undertakes no obligation to update any forward-looking statement, forward-looking information or financial projections incorporated by reference herein, except in accordance with applicable securities laws. We seek safe haven.
