Goldcliff Announces Unit and Flow Through "LIFE" Offerings

Executive Summary
- Goldcliff Resource Corp. re‑announces a non‑brokered private placement for up to $825,000 of gross proceeds.
- The offering consists of up to 5 million NFT Units at $0.045 each and up to 10 million flow‑through shares at $0.06 each, with associated warrants exercisable at $0.08 per share.
- Proceeds are earmarked for property payments on Aurora West & Kettle Valley, drilling and metallurgical work at Kettle Valley, Panorama Ridge sampling, and geophysical surveys at the Ainsworth silver project; closing expected around October 6, 2025.
Key Details
- Units Offered:
- Up to 5,000,000 NFT Units @ $0.045 per unit = $225,000 gross proceeds (if fully subscribed).
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Each NFT Unit includes one common share + half of a non‑transferable warrant; full warrant allows purchase of an additional common share at $0.08 for 24 months post‑closing.
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Flow‑Through Shares:
- Up to 10,000,000 FT Shares @ $0.06 per share = $600,000 gross proceeds (if fully subscribed).
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Each FT Share is a common share qualifying as a flow‑through share for Canadian tax purposes.
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Total Potential Gross Proceeds: $825,000 (aggregate of both components).
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Use of Proceeds – NFT Units:
- Property payments on the 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 & 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 Dec 31, 2026 and renounced by Dec 31, 2025.
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Closing Conditions & Timeline:
- Anticipated closing on or about October 6, 2025, subject to regulatory approvals (TSXV, NI 45‑106).
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Insiders may participate under related‑party exemptions; TSXV hold period applies to Canadian resident subscribers.
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Finder’s Compensation:
- Potential cash finder's fee of 7% of gross proceeds introduced by eligible finders.
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Possible issuance of 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.
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Regulatory & Offering Documents:
- Offering Document dated August 25, 2025 available at www.sedarplus.ca and www.goldcliff.com.
- Offerings made under the Listed Issuer Financing Exemption (NI 45‑106) in all Canadian provinces except Québec.
Notable Quotes
No direct quotes were included in the release.