Graycliff Exploration Announces New CEO and Proposed Private Placement

Rhea-AI Summary

Graycliff Exploration (OTC: GRYCF) announced the appointment of Arndt Roehlig as President, Chief Executive Officer and director effective immediately, with James Macintosh appointed Chairman.

Concurrently, the company arranged a non-brokered private placement of up to 4,400,000 common shares at $0.10 per share for gross proceeds up to $440,000. Proceeds are for general corporate and working capital purposes. Securities will carry a four-month-plus-one-day hold period. Closing is subject to regulatory approvals including the Canadian Securities Exchange. The company may pay finders' fees and commissions up to 10% in cash or shares.

Positive

• Appointed Arndt Roehlig as CEO and director effective immediately
• Planned private placement of $440,000 provides near-term working capital

Negative

• Private placement may cause share dilution via 4,400,000 new shares
• Company may pay up to 10% in finders' fees in cash or shares
• Issued shares subject to four-month-plus-one-day resale restriction

Toronto, Ontario--(Newsfile Corp. - December 29, 2025) - Graycliff Exploration Limited (CSE: GRAY) and (OTC Pink: GRYCF) (the "Company" or "Graycliff")  announces the Company's board of directors has approved the appointment of Arndt Roehlig as its new President, Chief Executive Officer and a director effective immediately. Mr. Roehlig has served on numerous Canadian public company boards operating in the resource and technology sectors. As president and chief executive officer of various companies, Mr. Roehlig has raised millions of dollars for TSX Venture Exchange and CSE listed companies. Mr. Roehlig has decades of corporate experience in the management and development of publicly traded companies.

James Macintosh will continue to serve the board and is appointed Chairman of the Company.

Concurrently, the Company has arranged a non-brokered private placement through the issuance of up to 4,400,000 (four million, four hundred thousand) common shares at a price of $0.10 (ten cents) per share for aggregate gross proceeds of up to $440,000 (the "Offering"). All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The gross proceeds of the Offering shall be used for general corporate and working capital purposes. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange. The Company may pay Finders fees and Commissions of up to 10% of all funds raised in shares or in cash.

About Graycliff Exploration Limited

Graycliff Exploration is a mineral exploration company focused on its 1,468 hectares of prospective ground, located roughly 80 kilometres west of Sudbury on the prolific Canadian Shield. The Company's Shakespeare Project consists of one crown patented lease, two crown leases and 40 claims on a property associated with the historic Shakespeare Gold Mine. Graycliff to date has drilled over 12,500 metres at Shakespeare, with visible gold identified in multiple holes.

Learn more on the website: https://graycliffexploration.com/

On Behalf of the Board of Directors,
James Macintosh
Chairman

For more information, please contact the Company at:

jm@graycliffexploration.com

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 press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279161

FAQ

Who is the new CEO of Graycliff Exploration (GRYCF) and when did the appointment take effect?

Arndt Roehlig was appointed President, CEO and director effective immediately on December 29, 2025.

What are the terms of Graycliff Exploration's (GRYCF) announced private placement?

Up to 4,400,000 common shares at $0.10 each for gross proceeds up to $440,000 in a non-brokered private placement.

How will Graycliff Exploration (GRYCF) use the proceeds from the private placement?

The gross proceeds will be used for general corporate and working capital purposes.

What resale restrictions apply to shares issued in Graycliff's (GRYCF) private placement?

Securities issued will be subject to a four-month-plus-one-day hold period and applicable resale rules.

Is the closing of Graycliff Exploration's (GRYCF) private placement guaranteed?

No; closing is subject to conditions including regulatory approvals such as the Canadian Securities Exchange approval.

Will Graycliff Exploration (GRYCF) pay finders' fees for the offering and how large can they be?

The company may pay finders' fees and commissions of up to 10% of funds raised, in cash or shares.