Toronto, Ontario - July 12, 2022 - Graycliff Exploration Limited (the “Company” or “Graycliff”) (CSE: GRAY) (OTCQB: GRYCF) (FSE: GE0) is pleased to announce that the Company has closed the first tranche of a private placement. As part of the closing of this first tranche, the Company issued 2,950,000 units for gross proceeds of $590,000.
Graycliff initiated a non-brokered private placement of up to 3,250,000 units at a price of $0.20 per unit for gross proceeds of up to $650,000. Each unit will consist of one (1) common share and one (1) non-transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share at a price of $0.30 for a period of 36 months from the date of issue.
The net proceeds of the financing will be used for exploration at the Company’s Shakespeare and Baldwin Projects and for general working capital purposes.
In connection with the first closing of the private placement, the Company will pay a cash finders’ fee of $32,000 and issue 160,000 finders’ warrants, representing 8% cash and 8% finder’s warrants. Completion of the private placement and payment of any finders’ fees remain subject to the receipt of all necessary regulatory approvals, including approval of the Canadian Securities Exchange (the “CSE”).
The participation by one 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), 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.
In accordance with applicable Canadian securities laws, all securities issued pursuant to the private placement will have a hold period of four months and one day from the date of issuance.