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Graycliff Exploration Limited (CSE: GRAY) has completed the initial tranche of its non-brokered private placement, raising $687,560 through the issuance of 1,964,457 units priced at $0.35 each. The funds will support exploration efforts at the Shakespeare Gold Project near Sudbury, Ontario, a historically significant gold site active from 1903 to 1907. This financing was conducted under the Listed Issuer Financing Exemption (LIFE), allowing the securities to be immediately tradable for Canadian investors outside Quebec.
Key Points
- Graycliff Exploration Limited (CSE: GRAY) closes first tranche of non-brokered private placement
- Raised $687,560 gross proceeds from 1,964,457 units at $0.35 per unit
- Each unit includes one common share and half a warrant exercisable at $0.55 for 12 months with a 60-day exercise hold
- Proceeds allocated to exploration at Shakespeare Gold Project and corporate purposes
Completion of Initial Tranche and Offering Details
Graycliff Exploration successfully closed the first tranche of its previously announced non-brokered private placement, issuing 1,964,457 units at $0.35 each and raising total gross proceeds of $687,560. This tranche is part of a larger offering planned to raise up to 8,000,000 units.
Each unit comprises one common share and one-half of a common share purchase warrant. Warrants allow holders to purchase additional shares at $0.55 per share within 12 months from issuance, subject to a 60-day restriction period during which warrants cannot be exercised.
Use of Capital and Focus on Shakespeare Gold Project
Funds from this placement will be directed toward exploration activities at the Shakespeare Gold Project near Sudbury and for general corporate use. The project covers 1,366 hectares of prospective Canadian Shield terrain approximately 88 kilometres west of Sudbury.
The Shakespeare property is historically notable for its gold mine operations between 1903 and 1907. Graycliff’s holdings include one crown patented lease, two crown leases, and 82 claims. To date, the company has drilled over 12,900 metres, identifying visible gold mineralization and significant assay results in multiple drill holes.
Regulatory Framework and Trading Eligibility Under LIFE
This private placement was conducted under the Listed Issuer Financing Exemption (LIFE) pursuant to Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935. This exemption permits listed issuers to raise capital without a prospectus while maintaining investor protections.
Importantly, securities issued under this exemption are expected to be immediately freely tradable for Canadian investors outside Quebec, without a hold period, subject to regulatory compliance. The offering document is available on www.sedarplus.ca and the company’s website at https://graycliffexploration.com/ for investor review.
Finder Fees and Warrants
For the first tranche closing, Graycliff paid finders $57,000 in cash, representing 8% of the cash proceeds raised. Additionally, 162,880 finder warrants were issued, equal to 8% of units issued, with identical terms to subscriber warrants—exercisable at $0.55 for 12 months and subject to the 60-day exercise restriction.
Ongoing Offering and Future Tranches
This initial tranche is part of a broader private placement offering of up to 8,000,000 units at $0.35 each. The company retains the option to continue raising funds under the remaining authorized capacity, depending on market conditions and investor interest.
No details were provided regarding commitments or timing for subsequent tranches. Investors should monitor future company announcements and regulatory filings for updates.
Company Background and Exploration Highlights
Graycliff Exploration focuses on mineral exploration within the prolific Sudbury mining district. The Shakespeare Gold Project, its primary asset, covers 1,366 hectares on the Canadian Shield, approximately 88 kilometres west of Sudbury, Ontario.
Exploration to date includes over 12,900 metres of drilling, revealing visible gold and significant assay intervals, supporting continued exploration to evaluate the project’s economic potential.
U.S. Offering Restrictions and Compliance
The offering is not registered under the U.S. Securities Act and cannot be offered or sold in the United States or to U.S. persons without registration or exemption. This restriction aligns with standard Canadian private placement practices and U.S. securities laws.
The company clarifies that this release does not constitute an offer or solicitation in any jurisdiction where prohibited and is not intended for distribution in the United States or to U.S. wire services.
Forward-Looking Statements and Risks
The announcement contains forward-looking statements regarding use of proceeds, timing of tranche closings, and market expectations. Risks include the possibility of not raising the full offering amount, changes in market conditions, and uncertainties affecting share price and project development.
Graycliff notes assumptions underlying these statements and cautions that unforeseen factors may impact outcomes. The company does not commit to updating forward-looking statements except as required by law.
Trading Information and Investor Resources
Graycliff Exploration is listed on the Canadian Securities Exchange (CSE: GRAY), OTCQB (GRYCF), and Frankfurt Stock Exchange (GE0), offering multiple trading options for investors globally.
Additional information, including the offering document, is accessible via the company’s profile on www.sedarplus.ca and at https://graycliffexploration.com/. The immediate impact on share price was not disclosed.
