Graycliff signs LIFE financing for Shakespeare Project

Toronto, Ontario--(Newsfile Corp. - June 16, 2026) - Graycliff Exploration Limited  (CSE: GRAY) (OTCQB: GRYCF) (FSE: GE0) (the " Company " or " Graycliff ") is pleased to announce a non-brokered private placement offering (the " Offering ") of up to 8,000,000 units of the Company (" Units ") at a price of $0.35 per Unit, for aggregate gross proceeds of up to $2,800,000. Each Unit will consist of one (1) common share in the capital of the Company (a " Share ") and one-half of one (1/2) common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant will entitle the holder thereof to acquire one (1) additional Share at an exercise price of $0.55 for a period of twelve (12) months from the date of issuance, provided the Warrants may not be exercised for a period of 60 days from the date of issuance.

The Company intends to use the net proceeds of the Offering to advance exploration activities at its Shakespeare property, as well as for general corporate purposes and administrative expenses, all as more particularly set out in the Offering Document (defined below). Subject to compliance with applicable securities laws and Canadian Securities Exchange policies, the Company may pay to eligible finders a fee equal to 8% of the aggregate cash proceeds received from the sale of the Units payable in cash and issue a number of Warrants (the " Finder Warrants ") equal to 8% of the aggregate number of Units issued. The Finder Warrants will have the same terms as the Warrants.

The Units will be issued on a private placement basis pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " LIFE Exemption "). Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units sold under the Offering pursuant to the LIFE Exemption will be offered to purchasers resident in each of the provinces and territories of Canada, except Québec, and such securities are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws. There is an offering document (the " Offering Document ") related to the Units issuable pursuant to the LIFE Exemption that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://graycliffexploration.com/ .

Prospective investors should read the Offering Document before making an investment decision. The Offering is scheduled to close on or about June 30, 2026. The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. About Graycliff Exploration Limited Graycliff Exploration is a mineral exploration company focused on its 1,366 hectares of prospective ground, located roughly 88 km west of Sudbury on the prolific Canadian Shield. The Company's Shakespeare Project consists of one crown patented lease, two crown leases and 82 claims on a property that includes the historic Shakespeare Gold Mine, which operated from 1903 to 1907.