Goldcliff Announces Unit and Flow Through "LIFE" Offerings

Executive Summary

• Goldcliff Resource Corp. announced a proposed non‑brokered private placement to raise up to $730,000 in gross proceeds.
• The offering consists of two components: up to 4 million NFT Units at $0.06 each (including common shares and half‑warrants) and up to 7 million flow‑through shares at $0.07 each.
• Proceeds are earmarked for reimbursement of insider advances on Aurora West and Kettle Valley property payments, general working capital, drilling at Kettle Valley, and site preparation/trenching at the Ainsworth silver project.

Key Details

• Total Gross Proceeds Target: Up to $730,000.
• NFT Unit Offering:
• Maximum of 4,000,000 units.
• Price: $0.06 per unit.
• Each unit = 1 common share + ½ non‑transferable warrant (full warrant gives the right to purchase an additional common share at $0.08 for 24 months from closing).
• Flow‑Through Share Offering:
• Maximum of 7,000,000 FT shares.
• Price: $0.07 per share.
• Each FT share = 1 common share qualifying as a flow‑through share under the Canadian Income Tax Act.
• Use of Proceeds – NFT Units:
• Reimbursement of advances to an insider for property payments on Aurora West and Kettle Valley projects.
• General working capital.
• Use of Proceeds – FT Shares:
• Drilling at the Kettle Valley project.
• Site preparation and trenching at the Ainsworth silver project.
• All expenses to qualify as flow‑through mining expenditures incurred on or before 31 Dec 2026, with renouncement effective no later than 31 Dec 2025.
• Closing Date: Anticipated on or about 7 Nov 2025, subject to regulatory approvals (including TSXV).
• Finder’s Compensation:
• Cash finder's fee up to 7% of gross proceeds introduced by eligible finders.
• Optional finder’s warrants equal to 7% of the number of NFT Units and/or FT Shares introduced, on the same terms as the unit warrants.
• Regulatory Framework: Offering made under NI 45‑106 (Listed Issuer Financing Exemption) in all Canadian provinces except Québec; no hold period for Canadian resident subscribers.
• Relation to Prior Offering: This placement is separate from the August 25, 2025 offering that closed on 1 Oct and 9 Oct 2025.

Notable Quotes

(No direct quotes provided in the release.)