Graycliff Exploration Ltd C.GRAY

Graycliff Closes Final Tranche of Private Placement

[yukon_gold]

Graycliff Exploration Closes Second and Final Tranche of its Previously Announced Private Placement

 

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.

About Graycliff Exploration Limited

 

Graycliff Exploration is a mineral exploration company focused on its 1,025 hectares of prospective ground, located roughly 80 kilometres west of Sudbury on the prolific Canadian Shield. The Company's Shakespeare Project consists of one crown patented lease, two crown leases and 40 claims on a property associated with the historic Shakespeare Gold Mine, which operated from 1903 to 1907. Graycliff’s Baldwin Project is adjacent to the east and is comprised of 68 claims covering 1,500 hectares. This brings the Company's total land package in the area to 2,525 hectares. The two projects together could be the beginning of a new Ontario Gold Camp.

For more information, please contact investor relations at [e-mail].

 

On Behalf of the Board of Directors,

 

James Macintosh

President and CEO

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Graycliff Exploration Limited

Nicholas D Konkin | 401 Bay Street, Suite 2702, 401 Bay Street, Suite 2702, Toronto, Ontario M5H2Y4 Canada