Graycliff Exploration to Acquire Geologic Data Related to Its Shakespeare Gold Project

Rhea-AI Summary

Graycliff Exploration (OTC: GRYCF) executed an arm's-length asset purchase agreement dated February 26, 2026 to acquire geologic data, core, pulp and related material for its Shakespeare gold project.

The vendor will receive 2,300,000 common shares at a deemed price of $0.14 per share (value ~$322,000), with staged voluntary resale restrictions and closing subject to customary conditions and Canadian Securities Exchange approval.

Positive

• Acquisition adds geological data and core for Shakespeare project
• Consideration value approximately $322,000 issued as 2.3M shares

Negative

• Share issuance of 2.3M shares may dilute existing holders
• Transaction conditional on CSE approval and customary closing conditions

Toronto, Ontario--(Newsfile Corp. - February 26, 2026) - Graycliff Exploration Limited (CSE: GRAY) (OTC Pink: GRYCF) (FSE: GE0) (the "Company" or "Graycliff") is pleased to announce that it has executed an arm's length asset purchase agreement (the "Agreement"), dated February 26, 2026, with Mona McKinnon (the "Vendor"), contemplating the acquisition (the "Acquisition") of certain geologic data, core, pulp and material related to the Company's Shakespeare Project (the "Assets") from the Vendor for 2,300,000 common shares of the Company (the "Consideration Shares") at a deemed issue price of $0.14 per share, such shares to be issued on closing to the Vendor or its nominee(s) set out in the Agreement.

Upon issuance, the Consideration Shares will be subject to voluntary resale restrictions, expiring: 25% four months and a day after the closing date (the "Closing"); 25% six months after the Closing; 25% nine months after the Closing; and 25% twelve months after the Closing.

"This acquisition will guide our next steps at Shakespeare as we advance our exciting gold project," said Arndt Roehlig, President and CEO of Graycliff. Completion of the Acquisition is subject to the satisfaction of the customary conditions precedent for a transaction of this nature, including those set forth in the Agreement and approval from the Canadian Securities Exchange.

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 a significant number of holes.

On Behalf of the Board of Directors,

James Macintosh
Chairman

For more information, please contact the Company at: 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

Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the completion of the Acquisition and satisfaction of conditions precedent thereto; the issuance of Consideration Shares and the timing of release of resale restrictions thereon; the Company's plans, objectives and expectations for exploration and development of the Shakespeare Project; and other events or conditions that may occur in the future. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Acquisition may not be completed on the terms announced or at all; general economic conditions; fluctuations in commodity prices; regulatory approvals and requirements; environmental and permitting risks; title risks; and other factors beyond the Company's control. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Accordingly, readers should not place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285547

FAQ

What did Graycliff (GRYCF) agree to acquire on February 26, 2026 for the Shakespeare project?

Graycliff agreed to acquire geologic data, core, pulp and related materials for Shakespeare. According to the company, the vendor will be paid in 2,300,000 common shares at a deemed price of $0.14 per share.

How much are the Consideration Shares worth in Graycliff's (GRYCF) Shakespeare acquisition announced February 26, 2026?

The Consideration Shares are valued at roughly $322,000 overall. According to the company, this equals 2,300,000 shares at a deemed issue price of $0.14 per share.

What resale restrictions apply to the shares issued in Graycliff's (GRYCF) February 26, 2026 asset purchase?

The Consideration Shares carry staged voluntary resale restrictions that vest over 12 months. According to the company, 25% unlocks at four months and a day, then at six, nine and twelve months.

Is Graycliff's (GRYCF) Shakespeare acquisition final after the February 26, 2026 agreement?

No, completion is subject to customary conditions and regulatory approval. According to the company, closing requires satisfaction of the Agreement conditions and approval from the Canadian Securities Exchange.

How will the 2,300,000 share issuance affect Graycliff (GRYCF) shareholders after the February 26, 2026 deal?

The issuance will increase outstanding shares and may dilute existing shareholders' percentages. According to the company, 2,300,000 new shares will be issued on closing to the vendor or its nominee(s).

What strategic benefit does Graycliff (GRYCF) expect from acquiring the Shakespeare geologic data on February 26, 2026?

The company expects the data to guide next exploration steps at Shakespeare. According to the company, the acquired core and data will inform advancement of its gold project planning and activities.