Goldcliff Announces Closing of Fourth and Final Tranche of its LIFE Offering

Rhea-AI Summary

Goldcliff Resource Corporation (OTCBB PINKS:GCFFF) announced closing of the fourth and final tranche of its non-brokered private placement on December 4, 2025, raising aggregate proceeds of $427,400.

The financing comprised 240,000 NFT Units at $0.06 each (gross $14,400) and 5,900,000 flow-through shares (gross $413,000). Each NFT Unit includes one common share and one-half warrant; each whole warrant is exercisable at $0.08 for 24 months. Proceeds will reimburse advances to an insider and provide general working capital; flow-through proceeds will fund drilling at Kettle Valley and trenching and drill-site preparation at Ainsworth, with eligible expenses to be incurred by Dec 31, 2026 and renounced no later than Dec 31, 2025.

Closing remains subject to final TSXV acceptance; the securities are not registered under the U.S. Securities Act.

Positive

• Capital raised of $427,400 in private placement
• 5,900,000 flow-through shares committed to exploration funding
• Warrants exercisable at $0.08 for 24 months
• Flow-through proceeds earmarked for Kettle Valley drilling and Ainsworth trenching

Negative

• Issued 6,140,000 common shares and units (potential dilution)
• Fourth tranche proceeds include $14,400 to reimburse an insider
• Closing remains subject to TSXV final acceptance
• Securities not registered under the U.S. Securities Act

Key Figures

Fourth tranche NFT Units: 240,000 units Fourth tranche proceeds: $14,400 Total LIFE proceeds: $427,400 +5 more

8 metrics

Fourth tranche NFT Units 240,000 units Non-flow-through units at $0.06 in fourth and final tranche

Fourth tranche proceeds $14,400 Gross proceeds from 240,000 NFT Units at $0.06

Total LIFE proceeds $427,400 Aggregate proceeds from all four tranches of the Private Placement

Total NFT Units 240,000 units Aggregate non-flow-through units across all four tranches

Total FT Shares 5,900,000 shares Aggregate flow-through shares issued for $413,000

FT proceeds $413,000 Gross proceeds from 5,900,000 flow-through shares

Warrant exercise price $0.08 Exercise price per Common Share, valid for 24 months

FT expenditure deadline Dec 31, 2026 Deadline to incur flow-through mining expenditures before renunciation

Market Reality Check

Price: $0.0500 Vol: Volume 176,400 is about 5...

high vol

$0.0500 Last Close

Volume Volume 176,400 is about 5.05x the 20-day average of 34,953, indicating elevated trading around the financing news. high

Technical Price at 0.04019 is trading above the 200-day MA of 0.03 but sits 56.03% below the 52-week high.

Peers on Argus

Peers in the Basic Materials/Gold space showed mixed moves, with OPHRF up 6.5%, ...

Peers in the Basic Materials/Gold space showed mixed moves, with OPHRF up 6.5%, ASWRF and BURCF down slightly (around -2%), and others flat, while GCFFF fell 20.28%, pointing to a stock-specific reaction to the offering.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Metallurgy update	Positive	-8.8%	Reported 88% gold recovery using non-cyanide CLEVR leach at Panorama Ridge.
Nov 19	Exploration results	Positive	-11.1%	Expanded North Cliff Zone at Kettle Valley with new mineralized exposures and sampling.
Nov 10	Private placement tranche	Neutral	-6.1%	Closed second tranche of flow-through placement to fund drilling and site work.
Oct 30	Private placement tranche	Neutral	-14.1%	Closed first tranche of flow-through placement for Kettle Valley and Ainsworth work.
Oct 20	Offering announcement	Neutral	-14.2%	Announced proposed LIFE private placement combining NFT units and flow-through shares.

Pattern Detected

Recent Goldcliff news, including exploration updates and prior private placements, has often been followed by negative 24h price reactions, suggesting a recurring divergence between generally constructive news and share performance.

Recent Company History

Over the last few months, Goldcliff issued several updates tying funding rounds to exploration work. On Oct 20, it announced a LIFE offering plan, followed by first and second private placement tranches on Oct 30 and Nov 10, all funding Kettle Valley and Ainsworth work. Exploration news on Nov 19 and Dec 8 highlighted expanded mineralized zones and encouraging metallurgical results. Despite these steps, each event saw a negative 24-hour price reaction, framing today’s final tranche closing within a pattern of weak market responses.

Market Pulse Summary

This announcement closes the fourth and final tranche of Goldcliff’s LIFE private placement, bringin...

Analysis

This announcement closes the fourth and final tranche of Goldcliff’s LIFE private placement, bringing total proceeds to $427,400 from NFT Units and flow-through shares. Funds are allocated to reimbursing insider advances, working capital, and exploration work at Kettle Valley and Ainsworth, with flow-through expenditures to be incurred by Dec 31, 2026. In context of prior 2025 offerings and exploration updates, investors may monitor how efficiently this new capital translates into drilling results, project de-risking, and any further financing needs.

Key Terms

non-brokered private placement, flow through shares, warrant, Listed Issuer Financing Exemption, +4 more

8 terms

non-brokered private placement financial

"the Company's fourth and final tranche of its non-brokered private placement previously announced"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

flow through shares financial

"5,900,000 flow through shares (each, a "FT Share") for gross proceeds"

Flow-through shares are a special type of stock that lets an investor inherit certain tax deductions for exploration or development expenses incurred by the issuing company, most commonly used in natural resource and mining sectors. For investors, they lower the effective after-tax cost of the investment—like buying a share bundled with a tax coupon—making risky projects more attractive; for companies, they help raise capital but can dilute existing shareholders and affect share supply.

warrant financial

"one half of one non-transferrable Common Share purchase warrant (each whole warrant, a "Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Listed Issuer Financing Exemption regulatory

"conducted in reliance upon the Listed Issuer Financing Exemption under Part 5A"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

National Instrument 45 - 106 regulatory

"under Part 5A of National Instrument 45 - 106 - Prospectus Exemptions."

A Canadian securities rule that sets out when a company can sell stocks or other investments without preparing a full prospectus, and what information and protections buyers must receive instead. It matters to investors because it affects how much disclosure and legal protection they get, who can participate in a deal, and how easy it is for a company to raise money — think of it like buying a product with a short fact sheet instead of a full manual: quicker access but potentially more risk.

flow-through share financial

"Each FT Share comprises one Common Share which qualifies as a "flow-through share" within the meaning"

Flow-through shares are a type of equity where a company transfers the tax deductions from certain qualifying expenses (often exploration or development costs) directly to the investor, who can then claim those deductions on their own tax return. For investors this can reduce taxable income and boost after-tax returns—think of buying stock that also comes with a coupon for future tax savings—so these shares can make financing cheaper for companies and more attractive to tax-aware buyers.

flow-through mining expenditures regulatory

"as Canadian exploration expenses that will qualify as "flow-through mining expenditures" within the meaning"

Flow-through mining expenditures are exploration or development costs that a mining company legally transfers to its investors so those investors can claim the tax deductions instead of the company. Think of it like a company handing investors a coupon that lowers their tax bill in exchange for up-front funding; this makes it easier for miners to raise money for exploration and can affect investor returns, company cash needs, and the attractiveness of the company’s stock.

Income Tax Act (Canada) regulatory

"within the meaning of the Income Tax Act (Canada)"

The Income Tax Act (Canada) is the federal law that sets the rules for how individuals and businesses in Canada calculate, report and pay income taxes, including what counts as taxable income, allowable deductions, credits and the applicable tax rates. Investors care because those rules determine after‑tax profits, how dividends and capital gains are treated, and which tax incentives affect corporate cash flow and valuations—like a rulebook that decides how much of earnings actually reach shareholders.

AI-generated analysis. Not financial advice.

VANCOUVER, BC / ACCESS Newswire / December 4, 2025 / George Sanders, President of Goldcliff Resource Corporation ("Goldcliff" or the "Company") (TSX.V:GCN)(OTCBB PINKS:GCFFF) is pleased to announce the closing of the Company's fourth and final tranche of its non-brokered private placement previously announced on October 20, 2025 (the "Private Placement") through the issuance of an aggregate of 240,000 non-flow through units (each, a "NFT Unit") at a price of $0.06 per NFT Unit for aggregate proceeds of $14,400.

Under all four tranches of the Private Placement, the Company raised aggregate proceeds of $427,400 through the issuance of an aggregate of: (i) 240,000 NFT Units for gross proceeds of $14,400; and (ii) 5,900,000 flow through shares (each, a "FT Share") for gross proceeds of $413,000. The Private Placement was conducted in reliance upon the Listed Issuer Financing Exemption under Part 5A of National Instrument 45 - 106 - Prospectus Exemptions.

Each NFT Unit was comprised ofone common share of the Company (each, a "Common Share") and one half of one non-transferrable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire an additional Common Share at an exercise price of $0.08 per Common Share for a period of 24 months.

Proceeds from the NFT Units sold under the Private Placement will be applied to reimbursement of advances to an insider of the Company in connection with the property payments on Aurora West and Kettle Valley projects, and to general working capital.

Each FT Share comprises one Common Share which qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada). Proceeds from the FT Shares sold under the Private Placement will be applied to drilling at Kettle Valley, and to trenching and drill site preparation at the Ainsworth silver project, as Canadian exploration expenses that will qualify as "flow-through mining expenditures" within the meaning of the Income Tax Act (Canada), and which will be incurred on or before December 31, 2026 and renounced with an effective date no later than December 31, 2025 to the initial purchasers of FT Shares. Both projects are located in British Columbia.

No finder's fee was paid in connection with the closing of the fourth tranche of the Private Placement.

Closing of the Private Placement remains subject to final acceptance of the TSXV.

The securities issued were not registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States absent registration or an exemption from the registration requirements.

For further information, please contact George W. Sanders, President, at 250-764-8879, toll free at 1-866-769-4802 or email at sanders@goldcliff.com.

GOLDCLIFF RESOURCE CORPORATION

Per: "George W. Sanders"

George W. Sanders, President

Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or the accuracy of this news release.

Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the expected use of proceeds from the Private Placement. Although Goldcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include final approval of the TSXV, market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Goldcliff and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Goldcliff's proposed transactions and programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. 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. Goldcliff does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.

SOURCE: Goldcliff Resource Corp.

View the original press release on ACCESS Newswire

FAQ

How much did Goldcliff (GCFFF) raise in the December 4, 2025 private placement?

Goldcliff raised $427,400 through issuance of NFT Units and flow-through shares.

What securities did Goldcliff issue in the GCFFF private placement on December 4, 2025?

The company issued 240,000 NFT Units and 5,900,000 flow-through shares.

What will Goldcliff (GCFFF) use the flow-through proceeds for and by when?

Flow-through proceeds will fund Kettle Valley drilling and Ainsworth trenching/drill-site prep, with expenses incurred by Dec 31, 2026.

What are the warrant terms issued by Goldcliff in the GCFFF financing?

Each whole warrant allows purchase of one common share at $0.08 for 24 months.

Is the December 4, 2025 Goldcliff financing final and cleared for U.S. resale?

Closing is subject to TSXV final acceptance, and the securities are not registered for sale in the United States.

Did Goldcliff pay finder's fees for the fourth tranche of the GCFFF offering?

No finder's fee was paid in connection with the closing of the fourth tranche.