Mr. George Sanders reports

GOLDCLIFF CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Goldcliff Resource Corp. has closed the first tranche of its previously announced non-brokered private placement, consisting of two million flow-through (FT) shares for gross proceeds of $100,000. The securities issued under the private placement were offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions.

Each FT share comprises one common share of the company, which qualifies as a flow-through share within the meaning of the Income Tax Act (Canada).

Proceeds from the FT shares sold under the private placement will be applied to drilling at Kettle Valley as Canadian exploration expenses that will qualify as flow-through mining expenditures within the meaning of the Income Tax Act (Canada), and which will be incurred on or before Dec. 31, 2027, and renounced with an effective date no later than Dec. 31, 2026, to the initial purchasers of FT shares. The project is located in British Columbia.

An insider of the company subscribed for one million FT shares for aggregate gross proceeds of $50,000. The insider's participation in the private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available on the basis that the fair market value of the insider's participation in the private placement, as determined in accordance with MI 61-101, did not exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the private placement, which the company deemed reasonable in the circumstances as details of the insider's participation in the private placement had not been settled and the company wished to complete the private placement in an expeditious manner.

In connection with the closing of the first tranche of the private placement, the company paid a finder's fee of an aggregate of $3,500 cash and issued an aggregate of 70,000 non-transferable finder's warrants to Ventum Financial Corp. Each finder's warrant entitles the holder to acquire a common share at an exercise price of seven cents per common share for a period of 24 months from closing.

Unless permitted under the applicable securities legislation or the TSX Venture Exchange rules, the securities issued to the insider and the finder cannot be traded before Feb. 28, 2027.

The private placement remains subject to final acceptance of the TSX-V.

We seek Safe Harbor.