Goldcliff Announces Closing of Fourth and Final Tranche of its LIFE Offering

Executive Summary

• Goldcliff Resource Corp. closed the fourth and final tranche of its non‑brokered private placement, issuing 240,000 NFT Units at $0.06 each for gross proceeds of $14,400.
• The overall private placement raised a total of $427,400 (including $413,000 from 5.9 M flow‑through shares) to fund property payments, working capital, and drilling/trenching activities on its Aurora West, Kettle Valley, and Ainsworth projects.
• No finder's fees were paid; closing remains subject to final TSXV acceptance.

Key Details

• Units Issued: 240,000 non‑flow‑through (NFT) Units at $0.06 per unit → $14,400 gross proceeds.
• Aggregate Private Placement Proceeds: $427,400 total from:
• NFT Units – $14,400 (240,000 units).
• Flow‑through shares – $413,000 (5,900,000 FT Shares).
• Unit Composition: Each NFT Unit = 1 common share + ½ non‑transferable warrant.
• Warrant Terms: Exercise price $0.08 per common share; exercisable for 24 months.
• Use of Proceeds – NFT Units: Reimbursement of insider advances related to property payments on Aurora West and Kettle Valley projects; general working capital.
• Use of Proceeds – FT Shares: Drilling at Kettle Valley; trenching and drill‑site preparation at the Ainsworth silver project (Canadian exploration expenses qualifying as flow‑through mining expenditures).
• Regulatory Basis: Conducted under the Listed Issuer Financing Exemption, NI 45‑106 Part 5A.
• No Finder’s Fee Paid in connection with this tranche.
• Closing Condition: Subject to final acceptance by the TSX Venture Exchange (TSXV).
• U.S. Securities Law Disclaimer: Securities not registered under the U.S. Securities Act; cannot be offered/sold in the U.S. absent exemption or registration.

Notable Quotes

(No direct quotes were provided in the release.)