Graycliff Exploration Secures $687,560 in First Tranche of LIFE-Compliant Financing for Shakespeare Gold Project

Capital Injection Fuels Exploration at Shakespeare Gold Project

Graycliff Exploration intends to utilize the first tranche proceeds to commence exploration efforts at its Shakespeare Gold Project, situated approximately 88 kilometres west of Sudbury, Ontario. The property encompasses one crown patented lease, two crown leases, and 82 claims spanning 1,366 hectares on the prolific Canadian Shield. Chairman James Macintosh emphasized that the proceeds will support exploration activities at the flagship Shakespeare Gold Project alongside corporate expenditures, underscoring the company’s commitment to advancing this key asset.

The Shakespeare Gold Project is anchored by the historic Shakespeare Gold Mine, operational from 1903 to 1907, providing a solid historical basis for gold mineralization in the region. Graycliff has conducted extensive exploration, completing more than 12,900 metres of drilling across the property. Prior drilling has revealed visible gold mineralization and significant gold assay intervals in multiple drill holes, establishing a strong geological foundation for ongoing exploration. The capital raised in this first tranche marks a significant step forward in advancing exploration objectives within this historically rich mining district.

Unit Composition and Warrant Details under LIFE Exemption

Units issued in this tranche comprise one common share and one-half of a warrant. Warrants are exercisable at $0.55 per share for twelve months from issuance, with a mandatory 60-day lock-up period during which exercise is prohibited. This structure aligns with the regulatory framework under the Listed Issuer Financing Exemption (LIFE), part of National Instrument 45-106, as amended by Coordinated Blanket Order 45-935.

This exemption permits Graycliff to raise capital from Canadian investors without the need for a traditional prospectus. Units sold under the LIFE exemption are immediately freely tradeable in Canadian provinces and territories, excluding Québec. The company has filed the related offering document on SEDARPLUS, accessible via Graycliff’s website.

Finder Fees and Warrant Compensation

As part of the first tranche closing, Graycliff paid eligible finders $57,000 in cash, representing 8% of the cash proceeds from unit sales. Additionally, the company issued 162,880 finder warrants, equal to 8% of units issued, carrying identical terms to investor warrants: $0.55 exercise price, twelve-month duration, and a 60-day exercise restriction.

This finder fee arrangement complies with applicable securities regulations and Canadian Securities Exchange policies. The combined cash and warrant compensation incentivizes intermediaries while maintaining regulatory compliance. The finder warrants represent potential equity ownership worth 162,880 units, aligning finder interests with the success of the offering.

Regulatory Approvals and Access to Offering Documents

The offering was completed under the streamlined LIFE exemption, which facilitates capital raising for listed issuers while ensuring investor protections across Canadian markets. Securities issued under this exemption to residents of Canadian provinces and territories, except Québec, are eligible for immediate free trading without hold periods. Graycliff has prepared and filed a comprehensive offering document outlining terms, risks, and use of proceeds.

Interested investors can access the offering document via the company’s SEDARPLUS profile or at https://graycliffexploration.com/. Prospective investors are strongly encouraged to review the document thoroughly before investing, ensuring transparency and informed decision-making.

U.S. Securities Law Restrictions and International Market Access

The securities issued in this offering are not registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the United States or to U.S. persons without registration or an applicable exemption. The company has explicitly restricted distribution of this news release to U.S. wire services to maintain compliance with cross-border securities regulations governing Canadian mining companies accessing capital markets.

While U.S. investors cannot participate in this private placement, they may access Graycliff shares via over-the-counter trading under ticker GRYCF on the OTCQB market. Additionally, Graycliff’s shares trade on the Frankfurt Exchange under ticker GE0, providing global market access beyond U.S. registration constraints.

Graycliff’s Strategic Mineral Exploration on the Canadian Shield

Graycliff Exploration Limited focuses on mineral exploration within the Canadian Shield, one of the world’s most prolific mining regions. Its Shakespeare Project covers 1,366 hectares approximately 88 kilometres west of Sudbury, Ontario, an area historically recognized for gold mineralization and mining activity. The property includes one crown patented lease, two crown leases, and 82 claims, offering a substantial exploration portfolio with established access and geological potential.

The historic Shakespeare Gold Mine, active from 1903 to 1907, provides a documented precedent for economic gold mineralization, forming a strong geological base for Graycliff’s exploration. To date, over 12,900 metres of drilling have identified visible gold and significant assay intervals, underscoring the project’s technical viability. These results support the company’s decision to allocate capital toward ongoing exploration, positioning the Shakespeare Project as a key asset on the Canadian Shield.

Multi-Tranche Capital Raise Structure

The initial tranche closing is part of a broader non-brokered private placement offering targeting up to 8,000,000 units at $0.35 each. The first tranche issued 1,964,457 units, raising $687,560 in gross proceeds, with additional tranches anticipated before the offering reaches full subscription. The timeline and total target for subsequent tranches remain unspecified.

This phased approach allows Graycliff to manage capital deployment efficiently while maintaining flexibility in completing the offering. Market participants and investors should monitor updates on future tranche closings, which will reflect ongoing investor interest and the company’s financial positioning. Completion of additional tranches depends on sustained demand from accredited Canadian investors under the LIFE exemption.

Forward-Looking Statements and Associated Risks

Graycliff’s announcement contains forward-looking statements regarding the use of proceeds, anticipated closing timelines, and exploration plans at the Shakespeare Project. The company acknowledges risks including potential failure to raise expected funds, inability to deploy proceeds as planned, market volatility, and share price fluctuations. Material assumptions include successful capital raise on schedule and effective use of funds.

Investors are cautioned that actual outcomes may differ materially from forward-looking statements. Graycliff disclaims any obligation to update such statements except as required by securities laws, highlighting inherent uncertainties in projections and expectations.

Investor Guidance and Market Monitoring

Investors interested in Graycliff Exploration should follow company announcements regarding subsequent LIFE financing tranches and exploration results from the Shakespeare Gold Project. Deployment of first-tranche funds into fieldwork may yield new technical data and assay results, potentially acting as catalysts for share price and market sentiment. Successful completion of the full offering and positive exploration outcomes will be key indicators of company progress.

Shareholders and prospective investors are advised to regularly review updates filed on SEDARPLUS and official company communications. The exploration trajectory over coming months will influence perceptions of Graycliff’s potential to advance from exploration toward development. Tracking drill results, financial updates, and tranche closings will provide insight into the company’s execution and capital adequacy.