TORONTO, ON - December 16, 2021 - Graycliff Exploration Limited (the “Company” or “Graycliff”) (CSE: GRAY) (OTCQB: GRYCF) (FSE: GE0) is pleased to announce the completion of the second and final tranche of a non-brokered private placement offering (the “Financing”). The second tranche of the Financing consisted of 1,124,99 Units (each, a “Unit”) of the Company, issued at a price of $0.30 per Unit for gross proceeds of $349,498.80. Each Unit consists of one common share and one (1) common share purchase warrant (a “Warrant”), with each Warrant entitling the holder to purchase one (1) common share at a price of $0.45 for a period of two (2) years from the closing date.
On December 8, 2021, the Company completed the first tranche of the Financing through the issuance of 3,589,963 flow-through units (“FT Units”) at a price of $0.30 per FT Unit, for gross proceeds of $1,076,989.85. Each FT Unit consisted of one (1) common share issued as a “flow-through share” and one half (1/2) common share purchase warrant (each whole comment share purchase warrant, a “FT Warrant”), with each FT Warrant entitling the holder to purchase one (1) common share at a price of $0.45 for a period of two (2) years from the closing date.
Graycliff intends to use the net proceeds from the Financing for general working capital purposes.
In connection with the first tranche, the Company issued 248,497 finder’s warrants (the “Finder’s Warrants”) to certain eligible finders’. Each Finder’s Warrant is exercisable for one (1) common share at a price of $0.30 and will expire two (2) years from the closing date. No compensation was paid in connection with the second tranche.
The participation by all four of the directors of the Company in the Financing constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) and Section 5.7(1)(b) of MI 61-101, respectively, on the basis that (i) no securities of the Company are listed or quoted on any of the markets specified in Section 5.5(b) of MI 61-101 and (ii) the fair market value of the securities issued to related parties pursuant to the Financing does not exceed $2,500,000, along with the other applicable circumstances contained in section 5.7(1)(b) of MI 61-101.
All securities issued pursuant to the Financing with be legended with a hold period of four months and one day from the date of issuance.