Grizzly Announces Private Placement

Rhea-AI Summary

Grizzly (OTCQB:GZDIF) announced a non-brokered private placement of up to 12,307,693 Units and 3,076,924 Units/FT Units/CMFT Units, for maximum gross proceeds between $1,000,000 and $1,076,923. Units are priced at $0.065–$0.09 with $0.12 warrants expiring up to 36 months.

Proceeds will fund working capital, mineral rights acquisitions, and exploration, including critical minerals. Securities carry a four‑month plus one day hold and the placement remains subject to TSX Venture Exchange acceptance.

AI-generated analysis. Not financial advice.

Positive

• Potential gross proceeds between $1,000,000 and $1,076,923 if fully subscribed
• Unit pricing at $0.065–$0.09 with attached $0.12 warrants for added participation
• Flow-through and critical mineral flow-through structures support tax-efficient exploration funding
• Proceeds allocated to mineral rights acquisition and exploration of existing properties

Negative

• Issuance of up to 15,384,617 new shares implies potential shareholder dilution
• Additional dilution possible from associated $0.12 warrants if exercised
• There is no minimum offering, creating uncertainty around actual funds raised
• Shares and warrant shares face a four-month plus one day trading restriction
• Finder fees in cash and warrants may increase capital-raising costs

News Market Reaction – GZDIF

-8.75%

1 alert

-8.75% News Effect

On the day this news was published, GZDIF declined 8.75%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Edmonton, Alberta--(Newsfile Corp. - May 13, 2026) - Grizzly Discoveries Inc. (TSXV: GZD) (FSE: G6H) (OTCQB: GZDIF) ("Grizzly" or the "Company") is pleased to announce a private placement offering of Units, FT Units, and CMFT Units for gross proceeds of up to $1.08 Million if fully subscribed.

Private Placement Offering

The Offering consists of up to 12,307,693 Units and up to 3,076,924 of any combination of Units, FT Units and CMFT Units.

Each Unit, priced at $0.065 per Unit, shall consist of one common share of the Company ("Common Share") and one Common Share purchase warrant entitling the warrant holder to purchase an additional Common Share for $0.12 and expiring on the earlier of a) 30 days following written notice by the Company to the warrant holder that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.18 per Common Share for 10 consecutive trading days; and (b) 36 months (3 years) from the date of issuance ("Unit Warrant").

Each FT Unit, priced at $0.08 per FT Unit, shall consist of one Common Share and one half of one Common Share purchase warrant ("FT Unit Warrant"), each of which shall be issued as a "flow through share" for the purposes of the Income Tax Act (Canada). Each whole FT Unit Warrant shall entitle the holder to purchase an additional Common Share for $0.12 and expiring on the earlier of a) 30 days following written notice by the Company to the warrant holder that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.18 per Common Share for 10 consecutive trading days; and (b) 36 months (3 years) from the date of issuance.

Each CMFT Unit, priced at $0.09 per CMFT Unit, shall consist of one Common Share and one half of one Common Share purchase warrant ("CMFT Unit Warrant"), each of which shall be issued as a "flow through share" for the purposes of the Income Tax Act (Canada). Each whole CMFT Unit Warrant shall entitle the holder to purchase an additional Common Share for $0.12 and expiring on the earlier of a) 30 days following written notice by the Company to the warrant holder that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.18 per Common Share for 10 consecutive trading days; and (b) 36 months (3 years) from the date of issuance.

The Offering is being offered to qualified subscribers in the Provinces of Alberta, British Columbia and Ontario and in other jurisdictions as the Company may in its discretion determine, in reliance upon exemptions from the registration and prospectus requirements of applicable securities legislation.

The Company intends to use the proceeds of the sales of the Units for general working capital, mineral rights acquisition, any proceeds from the FT Units for exploration of the Company's mineral properties, and any proceeds from the CMFT Units for the exploration of the Company's mineral properties specifically targeting critical minerals (as defined by the Income Tax Act (Canada)). The maximum gross proceeds of the Offering range from $1,000,000 to $1,076,923 depending on the combination of unit types sold. There is no minimum to the Offering.

In connection with the Offering, the Company may pay finders fees payable in any combination of cash, and Warrants to registered broker dealers, limited market dealers or arm's length persons in accordance with the policies of the TSX Venture Exchange (the "Exchange") and applicable securities legislation and regulations. The Common Shares and any Common Shares issued on exercise of the Warrants are subject to restrictions on trading until four months and one day from the date of issuance in accordance with the policies of the Exchange.

The Offering is subject to acceptance of the TSX Venture Exchange.

ABOUT GRIZZLY DISCOVERIES INC.

Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture Exchange focused on developing its approximately 72,700 ha (approximately 180,000 acres) of precious and base metals properties in southeastern British Columbia. Grizzly is run by a highly experienced junior resource sector management team, who have a track record of advancing exploration projects from early exploration stage through to feasibility stage.

On behalf of the Board,

GRIZZLY DISCOVERIES INC.
Brian Testo, CEO, President

Suite 363-9768 170 Street NW
Edmonton, Alberta T5T 5L4

For further information, please visit our website at www.grizzlydiscoveries.com or contact:

Nancy Massicotte
Corporate Development
Tel: 604-315-1455
Email: nancy@grizzlydiscoveries.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution concerning forward-looking information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Grizzly in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Grizzly's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. Grizzly disclaims any obligation to update or revise any forward-looking information or statements except as may be required by law.

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297236

FAQ

What are the key terms of Grizzly (OTCQB:GZDIF) May 13, 2026 private placement?

Grizzly announced a private placement of Units, FT Units, and CMFT Units priced between $0.065 and $0.09. According to Grizzly, each Unit type includes shares plus $0.12 warrants with up to 36‑month terms and an accelerated expiry tied to TSXV trading prices.

How much money could Grizzly GZDIF raise from this private placement?

Grizzly could raise gross proceeds between $1,000,000 and $1,076,923 if the offering is fully subscribed. According to Grizzly, the exact maximum depends on the mix of standard Units, flow-through Units, and critical mineral flow-through Units purchased by investors.

What will Grizzly use the GZDIF private placement proceeds for?

Proceeds from standard Units will support general working capital and mineral rights acquisition. According to Grizzly, funds from FT Units will finance exploration on its mineral properties, while CMFT Unit proceeds specifically target exploration focused on critical minerals defined under the Income Tax Act (Canada).

What are Grizzly GZDIF flow-through (FT) and critical mineral flow-through (CMFT) Units?

FT Units at $0.08 and CMFT Units at $0.09 each include one flow-through share and half a $0.12 warrant. According to Grizzly, proceeds from FT Units fund exploration, while CMFT Unit proceeds must target exploration of critical minerals under Canadian tax rules.

How might Grizzly's May 2026 private placement affect existing GZDIF shareholders?

The placement could issue up to 15,384,617 shares plus additional warrant shares, increasing the share count. According to Grizzly, all new shares and warrant shares will be subject to a four‑month plus one day hold, which may affect near-term trading liquidity.

What are the warrant terms in Grizzly GZDIF May 2026 private placement?

Each full warrant allows purchase of a common share at $0.12, expiring after 36 months or 30 days post notice if the stock trades at or above $0.18 for 10 days. According to Grizzly, this acceleration applies to Unit, FT Unit, and CMFT Unit warrants.

Is Grizzly's May 13, 2026 private placement of GZDIF shares already finalized?

No, the private placement remains subject to TSX Venture Exchange acceptance and may not reach the maximum size. According to Grizzly, there is no minimum offering, and securities issued will carry a four‑month plus one day resale restriction under exchange policies.