Goldcliff Resource arranges $825,000 private placement

Mr. George Sanders reports GOLDCLIFF ANNOUNCES LIFE FINANCING Goldcliff Resource Corp. has proposed a non-brokered private placement for aggregate gross proceeds of up to $825,000. The private placement will consist of the issuance of: (i) up to five million units, at a price of 4.5 cents per non-flow-through (NFT) unit, with each NFT unit comprising one common share of the company and one-half of one non-transferable common share purchase warrant; and (ii) up to 10 million flow-through (FT) shares, at a price of six cents per FT share, with each FT share comprising one common share that qualifies as a flow-through share within the meaning of the Income Tax Act (Canada). Each warrant will entitle the holder to acquire an additional common share at an exercise price of eight cents per common share for a period of 24 months from the closing date. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the securities sold under the private placement will be offered in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Subject to the rules and policies of the TSX Venture Exchange, the securities issuable from the sale of units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. There is an offering document related to this private placement that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. Proceeds from the NFT unit offering will be applied to property payments on Aurora West and Kettle Valley projects, and to general working capital. Proceeds from the FT share offering will be applied to drilling at Kettle Valley, sample collection for metallurgical testwork and geochemical sampling at Panorama Ridge, and additional geochemical and geophysical surveys at the Ainsworth silver project, as Canadian exploration expenses that will qualify as flow-through mining expenditures within the meaning of the Income Tax Act (Canada), and which will be incurred on or before Dec. 31, 2026, and renounced with an effective date no later than Dec. 31, 2025, to the initial purchasers of FT shares. All three projects are located in British Columbia. The private placement is anticipated to close on or about Oct. 6, 2025, or such other date (or dates) as the company may determine. Closing of the private placement is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX-V. Goldcliff advises that insiders of the company may participate in the private placement, which subscriptions will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and will be subject to the TSX-V hold period. At closing, the company may pay a cash finder's fee equal to 7 per cent of gross proceeds introduced by eligible finders. Also, the company may grant to eligible finders warrants equal to 7 per cent of the number of NFT units and/or FT shares introduced by such finders on the same terms and conditions as the warrants comprising the NFT units. We seek Safe Harbor.