Graycliff Exploration to Acquire Geologic Data Related to Its Shakespeare Gold Project

Executive Summary

• Graycliff Exploration Limited entered into an arm’s‑length asset purchase agreement to acquire geologic data, core, pulp and related material from the Shakespeare Project in exchange for 2,300,000 common shares.
• The consideration shares are priced at a deemed $0.14 per share and will be subject to staged voluntary resale restrictions over the next twelve months.
• Completion is pending customary closing conditions and CSE approval, positioning Graycliff to advance its gold exploration program at Shakespeare.

Key Details

• Transaction: Asset purchase agreement dated February 26 2026 with vendor Mona McKinnon.
• Consideration: 2,300,000 Graycliff common shares (deemed issue price $0.14 per share).
• Resale Restrictions on Shares:
• 25% of the shares may be resold after 4 months + 1 day from closing.
• Additional 25% tranches become eligible at 6, 9, and 12 months post‑closing respectively.
• Assets Acquired: Geologic data, core samples, pulp, and other material related to the Shakespeare Project.
• Closing Conditions: Subject to customary conditions precedent for such transactions and approval from the Canadian Securities Exchange.
• Strategic Rationale: Acquisition intended to guide next steps and accelerate development of the Shakespeare gold project.

Notable Quotes

“This acquisition will guide our next steps at Shakespeare as we advance our exciting gold project,” – Arndt Roehlig, President and CEO, Graycliff Exploration Limited