Goldcliff Closes First Tranche of Private PLacement

The financing commits proceeds to Kettle Valley drilling and includes cash fees and warrants issued to the finder.

Rhea-AI Summary

Goldcliff Resource (GCFFF) closed the first tranche of its previously announced non-brokered private placement, raising gross proceeds of $100,000. The tranche comprised 2,000,000 flow-through common shares, which qualify for Canadian exploration tax treatment. Proceeds will fund drilling at Kettle Valley in British Columbia.

An insider subscribed for 1,000,000 shares for $50,000. Goldcliff relied on exemptions from formal valuation and minority shareholder approval because the participation did not exceed 25% of its market capitalization. Goldcliff paid Ventum Financial a $3,500 cash fee and issued 70,000 non-transferable finder warrants, exercisable at $0.07 per common share for 24 months from closing. The private placement remains subject to final TSX Venture Exchange acceptance.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointFirst-tranche closing raised $100,000 in gross proceeds through a non-brokered private placement. 5.8% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement proceeds will fund Kettle Valley drilling in British Columbia.

Negative

• Moderate pointIssuance of 2,000,000 flow-through common shares dilutes existing shareholders.
• Minor pointFinder compensation included a $3,500 cash fee paid to Ventum Financial.
• Minor point. Forward-looking: it has not happened yet and may not happen.70,000 finder warrants add potential dilution at $0.07 per share for 24 months from closing.
• Minor pointPrivate placement remains subject to final TSX Venture Exchange acceptance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, BC / ACCESS Newswire / October 27, 2026 / Goldcliff Resource Corporation ("Goldcliff" or the "Company") (TSX.V:GCN)(OTC PINK:GCFFF) is pleased to announce the closing ("Closing") of the first tranche of its previously announced non-brokered private placement ("Private Placement") consisting of 2,000,000 flow-through shares (each, a "FT Share") for gross proceeds of $100,000. The securities issued under the Private Placement were offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions.

Each FT Share comprises one (1) common share ("Common Share") of the Company 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 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, 2027 and renounced with an effective date no later than December 31, 2026 to the initial purchasers of FT Shares. The project is located in British Columbia.

An insider of the Company (the "Insider") subscribed for 1,000,000 FT Shares for aggregate gross proceeds of $50,000. The Insider's participation in the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available on the basis that the fair market value of the Insider's participation in the Private Placement, as determined in accordance with MI 61-101, did not exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the Closing of the Private Placement, which the Company deemed reasonable in the circumstances as details of the Insider's participation in the Private Placement had not been settled and the Company wished to complete the Private Placement in an expeditious manner.

In connection with the Closing of the first tranche of the Private Placement, the Company paid a finder's fee of an aggregate of $3,500 cash and issued an aggregate of 70,000 non-transferable finder's warrants ("Finder Warrants") to Ventum Financial Corp. (the "Finder"). Each Finder Warrant entitles the holder to acquire a Common Share at an exercise price of $0.07 per Common Share for a period of 24 months from Closing.

Unless permitted under the applicable securities legislation or the TSX Venture Exchange ("TSXV") rules, the securities issued to the Insider and the Finder cannot be traded before February 28, 2027.

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 info@directroyalty.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.

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 the Company 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 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 the Company and other parties to satisfy TSXV and other regulatory requirements in a timely manner, the availability of financing for the Company'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. The Company 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Goldcliff raise in the first tranche of its private placement?

Goldcliff raised $100,000 in gross proceeds by issuing 2,000,000 flow-through common shares. An insider subscribed for 1,000,000 of those shares for $50,000.

What are the tax expenditure deadlines for Goldcliff's flow-through financing?

The qualifying Canadian exploration expenses must be incurred on or before December 31, 2027 and renounced to initial purchasers with an effective date no later than December 31, 2026. Proceeds will be applied to Kettle Valley drilling as expenses qualifying as flow-through mining expenditures under Canada's Income Tax Act.

When can Goldcliff's insider and finder trade the securities issued in the placement?

The securities issued to the insider and finder cannot be traded before February 28, 2027, unless applicable securities legislation or TSX Venture Exchange rules permit it.