Grafton Resources Announces Closing of Non-Brokered Private Placement of Units

Executive Summary

• Grafton Resources closed a non‑brokered private placement raising $2,400,000 through the issuance of 4.8 million units at $0.50 per unit.
• Proceeds are earmarked for completing the acquisition of an option to acquire 100% of the Alicahue Copper Project in Chile, as well as exploration, option payments, working‑capital and general corporate purposes.
• Related‑party participation by Chairman J. Campbell Smyth’s Clariden Capital Ltd. (345,400 units) triggered an early‑warning disclosure; ownership percentages were adjusted but remain below 12% of outstanding common shares on a non‑diluted basis.

Key Details

• Offering size: 4,800,000 units sold at $0.50 per unit for aggregate gross proceeds of $2,400,000.
• Unit composition: Each unit = 1 common share + ½ common‑share purchase warrant (full warrant allows purchase of one common share at $0.80).
• Warrant terms: Warrants exercisable until 27 Nov 2027 at a price of $0.80 per share.
• Finder’s fees: Paid cash $133,784 and issued 267,568 non‑transferable finder’s warrants (exercise price $0.80, expiry 27 Nov 2027).
• Use of proceeds:
  1. Complete acquisition of the option to acquire 100% interest in the Alicahue Copper Project (Valparaiso Region, Chile).
  2. Fund exploration activities, option payments, and property commitments on Alicahue.
  3. Provide working capital and general corporate purposes.
• Related‑party transaction: Clariden Capital Ltd. purchased 345,400 units for $172,700; constitutes related‑party participation under MI 61‑101.
• Ownership impact:
• Pre‑offering: Smyth controlled ~13.73% (non‑diluted) of common shares.
• Post‑offering: Controls ~11.79% (non‑diluted) of common shares.
• Hold period: Securities subject to a four‑month hold, expiring 28 Mar 2026.
• Regulatory status: Offering remains subject to acceptance by the Canadian Securities Exchange; securities not registered in the U.S. and may only be offered there under applicable exemptions.

Notable Quotes

(No executive quotes were included in the release.)