Graycliff closes $440,000 private placement

Executive Summary

• Graycliff Exploration Ltd. has closed its previously announced private placement, raising gross proceeds of $440,000 through the issuance of 4.4 million common shares.
• The financing structure includes $113,000 in new equity and $327,000 in debt settlements, with proceeds designated for general corporate and working capital purposes.
• The transaction is classified as a related-party transaction under Multilateral Instrument 61-101, with insiders subscribing for 2.22 million shares, and includes an early warning report for Arndt Roehlig.

Key Details

• Gross Proceeds: $440,000.
• Shares Issued: 4.4 million common shares.
• Financing Structure:
  • New Equity Financing: $113,000.
  • Debt Settlements: $327,000.
• Use of Proceeds: General corporate and working capital purposes.
• Hold Period: Four months plus one day from the date of issuance, subject to applicable securities legislation resale rules.
• Finder’s Fees: None paid.
• Regulatory Status: Subject to receipt of all necessary regulatory approvals and customary closing conditions.
• Related-Party Transaction Details:
  • Insiders subscribed for an aggregate of 2.22 million common shares.
  • Company relies on exemptions from valuation and minority shareholder approval requirements of MI 61-101 (sections 5.5(g) and 5.7(1)(e)) due to financial challenges and the transaction's intent to improve the company's financial position.
  • No material change report was filed 21 days prior to closing, deemed reasonable to complete the offering expeditiously.
• Shareholder Update (Arndt Roehlig):
  • Held no common shares prior to the offering.
  • Holds 1.5 million common shares upon completion.
  • Represents approximately 17.04% of issued and outstanding shares on an undiluted basis and 16.62% on a fully diluted basis.
  • An early warning report has been filed and is available on SEDAR+.

Notable Quotes

• "This dramatically improves the company's financial position as the company enters 2026. The company remains committed to strengthening its financial position to support ongoing exploration activities and corporate objectives," stated James Macintosh, chairman.