Goldcliff Closes First Tranche of Financing

Executive Summary
- Goldcliff Resource Corp. closed the first tranche of its non‑brokered private placement, raising a total of $187,500 in gross proceeds.
- The financing consists of 1,100,000 NFT Units (including common shares and half‑warrants) and 2,300,000 flow‑through shares, with proceeds earmarked for property payments, drilling, metallurgical testing, and exploration work on three BC projects.
- An insider participated in the placement, and a finder's fee of $8,800 plus 147,000 non‑transferable warrants was paid to Ventum Financial Corp. and Canaccord Genuity Corp.
Key Details
- Units sold:
- 1,100,000 NFT Units @ $0.045 per unit → $49,500 gross proceeds.
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Each NFT Unit = 1 common share + ½ non‑transferable warrant (exercise price $0.08, 24‑month term).
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Flow‑through shares sold:
- 2,300,000 FT Shares @ $0.06 per share → $138,000 gross proceeds.
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Each FT Share = 1 common share qualifying as a flow‑through share for Canadian tax purposes.
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Use of Proceeds – NFT Units:
- Property payments on Aurora West and Kettle Valley projects.
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General working capital.
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Use of Proceeds – FT Shares:
- Drilling at Kettle Valley.
- Sample collection for metallurgical test work and geochemical sampling at Panorama Ridge.
- Additional geochemical and geophysical surveys at the Ainsworth silver project.
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All expenses to be incurred by 31 Dec 2026 and renounced by 31 Dec 2025.
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Hold Period:
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NFT Units subject to TSXV hold period expiring 2 Feb 2026 (four‑month hold).
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Insider Participation:
- Insider subscribed for 200,000 NFT Units ($9,000) and 200,000 FT Shares ($12,000).
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Transaction qualifies as a related‑party transaction under MI 61‑101; exemption relied upon because fair market value ≤ 25 % of market cap.
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Finder’s Fee:
- Cash fee: $8,800 paid to Ventum Financial Corp. and Canaccord Genuity Corp.
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Issued 147,000 non‑transferable finder's warrants on the same terms as the unit warrants.
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Regulatory Status:
- Private placement remains subject to final acceptance by the TSX Venture Exchange.
Notable Quotes
(No direct quotes were provided in the release.)