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
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
Under all four tranches of the Private Placement, the Company raised aggregate proceeds of
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
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?
What securities did Goldcliff issue in the GCFFF private placement on December 4, 2025?
What will Goldcliff (GCFFF) use the flow-through proceeds for and by when?
What are the warrant terms issued by Goldcliff in the GCFFF financing?
Is the December 4, 2025 Goldcliff financing final and cleared for U.S. resale?
Did Goldcliff pay finder's fees for the fourth tranche of the GCFFF offering?
