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Graycliff Closes First Tranche of LIFE Financing

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Graycliff Exploration (CSE: GRAY, OTCQB: GRYCF) closed the first tranche of its previously announced non-brokered LIFE financing, issuing 1,964,457 units at $0.35 per unit for aggregate gross proceeds of $687,560. Each unit includes one common share and one-half warrant, with each whole warrant exercisable at $0.55 for 12 months, subject to a 60-day no-exercise period.

According to Graycliff, net proceeds will fund exploration at the Shakespeare Gold Project in Sudbury and corporate purposes. The company paid finders $57,000 in cash and issued 162,880 finder warrants (same terms as investor warrants). Units issued under the LIFE Exemption are expected to be immediately freely tradeable in most Canadian jurisdictions.

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Positive

  • First tranche closed raising $687,560 at $0.35 per unit
  • Exploration funding earmarked for Shakespeare Gold Project and corporate uses
  • LIFE Exemption units expected to be immediately freely tradeable in most of Canada

Negative

  • Equity and warrant issuance creates share dilution and warrant overhang
  • Finder compensation of $57,000 cash plus 162,880 warrants increases overall financing cost

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Toronto, Ontario--(Newsfile Corp. - July 16, 2026) - Graycliff Exploration Limited (CSE: GRAY) (OTCQB: GRYCF) (FSE: GE0) (the "Company" or "Graycliff") is pleased to announce it has closed the first tranche of its previously announces non-brokered private placement offering (the "Offering") of up to 8,000,000 units of the Company ("Units") at a price of $0.35 per Unit. The first tranche consists of 1,964,457 units for aggregate gross proceeds of $687,560. Each Unit consists of one common share in the capital of the Company (a "Share") and one-half of one (1/2) common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant entitles its holder to acquire one additional Share at an exercise price of $0.55 for a period of twelve (12) months from the date of issuance; the Warrants may not be exercised for a period of 60 days from the date of issuance.

"The Company intends to use the proceeds of this Offering to begin exploration activities at our Shakespeare Gold Project in Sudbury and for corporate purposes", stated James Macintosh, Chairman.

Subject to compliance with applicable securities laws and Canadian Securities Exchange policies, the Company paid eligible finders $57,000, a fee equal to 8% of the cash proceeds received from the sale of the Units payable in cash and issued 162,880 Warrants (the "Finder Warrants") equal to 8% of the aggregate number of Units issued. The Finder Warrants have the same terms as the Warrants.

The Units were issued on a private placement basis pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"). Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units sold under the Offering pursuant to the LIFE Exemption will be offered to purchasers resident in each of the provinces and territories of Canada, except Québec, and such securities are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the Units issuable pursuant to the LIFE Exemption that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://graycliffexploration.com/. Prospective investors should read the Offering Document before making an investment decision.

The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the 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 State in which such offer, solicitation or sale would be unlawful.

About Graycliff Exploration Limited

Graycliff Exploration is a mineral exploration company focused on its 1,366 hectares of prospective ground, located roughly 88 km west of Sudbury on the prolific Canadian Shield. The Company's Shakespeare Project consists of one crown patented lease, two crown leases and 82 claims on a property that includes the historic Shakespeare Gold Mine, which operated from 1903 to 1907. Graycliff to date has drilled over 12,900 metres, with visible gold mineralization and significant gold assay intervals in numerous drill holes. Learn more on the Company's website: https://graycliffexploration.com

On Behalf of the Board of Directors,
James Macintosh, Chairman
jm@graycliffexploration.com or (416) 271-8300

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press 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 management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the expected closing date of the Offering; the anticipated proceeds to be raised under the Offering; the intended use of any proceeds raised under the Offering; and the payment of any finder's fees in connection with the Offering.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the inability of the Company to raise the anticipated proceeds under the Offering; the inability of the Company to utilize the anticipated proceeds of the Offering as anticipated; and risks related to global financial markets, including the trading price of the Company's shares.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company will be able to raise the anticipated proceeds under the Offering and on the timeline anticipated; and the Company will use the proceeds of the Offering as currently anticipated.

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. There can be no assurance that such statements will prove 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 such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305422

FAQ

What did Graycliff Exploration (OTCQB: GRYCF) announce about its LIFE financing on July 16, 2026?

Graycliff announced closing the first tranche of its LIFE financing, raising $687,560. According to Graycliff, it issued 1,964,457 units at $0.35, each with one share and half a warrant exercisable at $0.55 for 12 months.

How many units did Graycliff issue and at what price in the first tranche of its LIFE financing?

Graycliff issued 1,964,457 units at $0.35 per unit in the first tranche. According to Graycliff, each unit includes one common share and one-half warrant, with whole warrants exercisable at $0.55 for 12 months, after a 60-day no-exercise period.

What will Graycliff (GRYCF) use the $687,560 LIFE financing proceeds for?

Graycliff plans to use the proceeds to begin exploration at its Shakespeare Gold Project and for corporate purposes. According to Graycliff, this first-tranche funding supports early-stage work at the Sudbury project and general company needs.

What are the terms of the warrants issued in Graycliff’s July 2026 LIFE financing?

Each unit includes one-half warrant, with whole warrants exercisable at $0.55 for 12 months. According to Graycliff, warrants cannot be exercised for 60 days after issuance, and finder warrants have the same terms as investor warrants.

How much did Graycliff Exploration pay in finder fees for the first tranche of its LIFE financing?

Graycliff paid eligible finders $57,000 in cash and issued 162,880 finder warrants. According to Graycliff, these amounts represent 8% of cash proceeds and 8% of units issued, with finder warrants matching investor warrant terms.

Are the Graycliff LIFE financing units freely tradeable for Canadian investors?

The units issued under the LIFE Exemption are expected to be immediately freely tradeable in most Canadian provinces and territories. According to Graycliff, they are offered across Canada except Québec and are not subject to a Canadian statutory hold period.

Can U.S. investors participate in Graycliff Exploration’s July 2026 LIFE offering?

The securities are not registered under the U.S. Securities Act and cannot be offered or sold in the United States without registration or exemption. According to Graycliff, this announcement does not constitute an offer or solicitation in any U.S. state.