Goldcliff Announces Closing of Second and Final Tranche of its "LIFE" Offering

Executive Summary

• Goldcliff Resource Corp. closed the second and final tranche of its non‑brokered private placement, issuing 400,000 flow‑through shares at $0.06 each for $24,000 in proceeds.
• Total financing to date from both tranches amounts to $211,500, comprising 1,100,000 NFT units ($49,500) and 2,700,000 FT shares ($162,000).
• Proceeds are earmarked for property payments on Aurora West and Kettle Valley projects, drilling at Kettle Valley, metallurgical sampling at Panorama Ridge, and additional surveys at the Ainsworth silver project.

Key Details

• Tranche 2 Issuance: 400,000 FT shares @ $0.06 per share → $24,000 gross proceeds.
• Aggregate Financing (both tranches):
• 1,100,000 NFT units → $49,500 gross proceeds.
• 2,700,000 FT shares → $162,000 gross proceeds.
• Total proceeds: $211,500.
• NFT Unit Composition: 1 common share + ½ non‑transferable warrant; each warrant allows purchase of an additional common share at $0.08 for 24 months.
• FT Share Definition: Each FT share is a flow‑through share qualifying under the Canadian Income Tax Act.
• Use of Proceeds – NFT Units: Property payments on Aurora West and Kettle Valley projects; general working capital.
• Use of Proceeds – FT Shares:
• Drilling at Kettle Valley.
• Sample collection for metallurgical test work & geochemical sampling at Panorama Ridge.
• Additional geochemical & geophysical surveys at the Ainsworth silver project.
• All expenses to qualify as flow‑through mining expenditures, incurred by Dec 31 2026 and renounced by Dec 31 2025.
• Finder’s Fees: Paid cash fees of $1,680; issued 28,000 finder’s warrants to Ventum Financial Corp., exercisable on the same terms as NFT unit warrants.
• Regulatory Condition: Closing remains subject to final acceptance by the TSX Venture Exchange (TSXV).
• Securities Offering Disclaimer: Shares not registered under U.S. securities laws; cannot be offered/sold in the United States absent exemption or registration.

Notable Quotes

(No direct quotes were included in the release.)