Graycliff Exploration Closes Mineral Claim Purchase

Executive Summary

• Graycliff Exploration closed its acquisition of 13 strategic mineral claims abutting its Shakespeare Gold Project in Ontario for $10,000 and 300,000 common shares.
• The company exercised two warrants from its April 2026 financing, generating $22,500 in cash and issuing 125,000 common shares subject to a regulatory hold.
• Graycliff entered into a six-month marketing and investor relations agreement with Epstein Research for US$12,000.

Key Details

• Acquisition Target: 100% legal and beneficial interest in 13 mineral claims abutting the Shakespeare Gold Project in Shakespeare Township, Sudbury Mining District, Ontario.
• Acquisition Consideration: $10,000 cash and 300,000 common shares of Graycliff Exploration.
• Share Restrictions (Acquisition): 150,000 shares subject to standard 4-month-and-1-day regulatory hold; remaining 150,000 shares held in escrow until December 31, 2026.
• Warrant Exercise Proceeds: $22,500 received from the exercise of two common share purchase warrants originally issued in April 2026.
• Warrant Share Issuance: 125,000 common shares issued, subject to a regulatory hold until August 8, 2026.
• Marketing Agreement: Entered into agreement with Epstein Research ("ER") for investor relations services.
• Marketing Terms: Aggregate consideration of US$12,000 (US$2,000/month) for an initial 6-month term (June 15, 2026 to December 15, 2026), subject to CSE approval. Services include social media management and monthly articles/commentary.
• Counterparty Status: Mr. Peter Epstein (ER) is an arm's-length party and does not beneficially own any Company securities.

Notable Quotes

• James Macintosh, Chairman: "Expanding our land position in the Sudbury Mining District is a key milestone for the Shakespeare Gold Project. We are entering this summer with increased technical focus to accelerate our exploration goals."