Goldcliff Closes Second Tranche of Private Placement

Executive Summary

• Goldcliff Resource Corp. closed the second tranche of its non‑brokered private placement, issuing 1,000,000 flow‑through shares for gross proceeds of $70,000.
• Proceeds are earmarked for drilling at Kettle Valley and trenching/drill site preparation at the Ainsworth silver project in British Columbia.
• The company paid a finder's fee of $4,900 cash and issued 70,000 non‑transferable finder’s warrants to Canaccord Genuity Corp.; the remaining portion of the placement remains open until Dec 4, 2025 pending TSXV acceptance.

Key Details

• Placement Size: 1,000,000 flow‑through (FT) shares sold at $0.07 per share, total gross proceeds $70,000.
• Use of Proceeds:
• Drilling activities at the Kettle Valley project.
• Trenching and drill‑site preparation at the Ainsworth silver project.
• All expenditures qualify as flow‑through mining expenses under the Canadian Income Tax Act and must be incurred by Dec 31, 2026 with renunciation completed by Dec 31, 2025.
• Finder’s Compensation: Cash fee of $4,900 plus issuance of 70,000 non‑transferable finder’s warrants to Canaccord Genuity Corp., on the same terms as existing warrants.
• Placement Status: Unsubscribed portions remain open until December 4, 2025; closing remains subject to final acceptance by the TSX Venture Exchange (TSXV).
• Issuer Details: Shares issued under the listed‑issuer financing exemption of NI 45‑106 (Part 5A). Each FT share includes one common share that qualifies as a flow‑through share for tax purposes.

Notable Quotes

• “The proceeds from this private placement will enable us to advance critical exploration work at both Kettle Valley and Ainsworth, positioning Goldcliff for continued growth in British Columbia,” – George W. Sanders, President, Goldcliff Resource Corp.