Goldcliff Announces Closing of Second and Final Tranche of its "LIFE" Offering

Rhea-AI Summary

Goldcliff (GCFFF) closed the second and final tranche of a non-brokered private placement on October 9, 2025, issuing 400,000 flow-through shares at $0.06 each for $24,000, completing a combined raise of $211,500 from two tranches.

The placement issued 1,100,000 non-flow units and 2,700,000 flow-through shares in total. NFT units include one common share plus one-half warrant; warrants exercisable at $0.08 for 24 months. FT proceeds are earmarked for drilling and sampling across Kettle Valley, Panorama Ridge and Ainsworth, with FT expenditures to be incurred by Dec 31, 2026 and renounced by Dec 31, 2025. Closing is subject to TSXV final acceptance.

Positive

• Gross proceeds of $211,500 raised across two tranches
• Raised $162,000 via 2,700,000 flow-through shares for exploration
• FT proceeds allocated to drilling and metallurgical sampling at specific BC projects
• Warrants exercisable at $0.08 for 24 months provide potential future capital

Negative

• Potential dilution from up to 550,000 warrant exercises at $0.08
• FT expenditures must be incurred by Dec 31, 2026 and renounced by Dec 31, 2025
• Closing of the private placement remains subject to final TSXV acceptance
• Company paid $1,680 cash finder’s fees and issued 28,000 finder’s warrants

VANCOUVER, BC, BC / ACCESS Newswire / October 9, 2025 / George Sanders, President of Goldcliff Resource Corporation ("Goldcliff" or the "Company") (GCN:TSX.V)(GCFFF:OTCBB PINK) is pleased to announce the closing of the Company's second and final tranche of its non-brokered private placement previously announced on August 25, 2025 (the "Private Placement") through the issuance of an aggregate of 400,000 Flow Through shares (each, a "FT Share") at a price of $0.06 per FT Share for aggregate proceeds of $24,000.

Under both tranches of the Private Placement, the Company raised aggregate proceeds of $211,500 through the issuance of an aggregate of: (i) 1,100,000 units (each, a "NFT Unit") for gross proceeds of $49,500; and (ii) 2,700,000 FT Shares for gross proceeds of $162,000.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. 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 NFT Units sold under the Private Placement will be applied to property payments on Aurora West and Kettle Valley projects, and to general working capital.

Proceeds from the FT Shares sold under the Private Placement will be applied to drilling at Kettle Valley, sample collection for metallurgical test work and geochemical sampling at Panorama Ridge, and additional geochemical and geophysical surveys 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. All three projects are located in British Columbia.

In connection with the closing of the second tranche of the Private Placement, the Company paid cash finder's fees of $1,680 and issued 28,000 finder's warrants (the "Finder's Warrants") to Ventum Financial Corp. Each Finder's Warrant is exercisable on the same terms and conditions as the Warrants comprising the NFT Units.

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 LIFE private placement on October 9, 2025?

Goldcliff raised aggregate gross proceeds of $211,500 across both tranches.

What securities were issued in Goldcliff's private placement (GCFFF) and at what prices?

The company issued NFT units and flow-through shares; the second tranche included 400,000 FT shares at $0.06 each. Warrants attached to NFT units have an $0.08 exercise price for 24 months.

What will GCFFF use the flow-through proceeds for and what are the deadlines?

FT proceeds will fund drilling at Kettle Valley, metallurgical sampling at Panorama Ridge and surveys at Ainsworth; FT expenditures must be incurred by Dec 31, 2026 and renounced by Dec 31, 2025.

Are there any fees or finder’s warrants issued in the GCFFF financing?

Yes, the company paid $1,680 in finder’s fees and issued 28,000 finder’s warrants to Ventum Financial Corp.

Does the Goldcliff private placement (GCFFF) require any regulatory approval?

Closing remains subject to final acceptance by the TSX Venture Exchange.