Mr. John Smyth reports

GRAFTON RESOURCES ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF UNITS

Grafton Resources Inc. has closed its non-brokered private placement previously announced on Oct. 28, 2025, raising aggregate gross proceeds of $2.4-million through the issuance of 4.8 million units of the company at a purchase price of 50 cents per unit. Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a purchase price of 80 cents per warrant share until Nov. 27, 2027.

The company intends to use the proceeds of the offering toward: (i) costs of completing the acquisition of the option to acquire a 100-per-cent interest in the Alicahue copper project, located in the Valparaiso region of Chile; (ii) exploration activities, option payments and property commitments on Alicahue; and (iii) working capital and general corporate purposes. For further information on the option and the Alicahue copper project, see the company's press release dated Oct. 28, 2025.

The company paid aggregate finders' fees of $133,784 in cash, and issued 267,568 non-transferable finders' warrants to certain arm's-length finders. Each finder's warrant will entitle the holder to purchase one common share of the company at a purchase price of 80 cents per finder's share until Nov. 27, 2027. The offering remains subject to the acceptance of the Canadian Securities Exchange. The securities issued pursuant to the offering are subject to a four-month hold period expiring on March 28, 2026, in accordance with applicable securities laws.

The participation of Clariden Capital Ltd., a company owned by J. Campbell Smyth, chairman and a director of the company, in the amount of 345,400 units in the offering, constitutes a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). See the early warning disclosure below for Mr. Smyth in respect of the change in his ownership of the outstanding securities of the company. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related party in the offering in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The offering was unanimously approved by the board of directors of the company, with Mr. Smyth declaring and abstaining from voting on the resolutions approving the offering with respect to his participation in the offering. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto. The company did not file a material change report related to the offering more than 21 days before the expected closing of the offering as the details of the insider participation were settled shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons.

Early warning disclosure

Mr. Smyth reports that his company Clariden Capital purchased 345,400 units for the aggregate purchase price of $172,700 in the offering, pursuant to the terms of a subscription agreement entered into between Clariden Capital and the company. Mr. Smyth has triggered the requirement to file an early warning report and includes the early warning disclosure in this news release as his ownership and control and direction over the securities of the company have decreased by more than 2 per cent of the issued and outstanding common shares of the company since his last early warning report.

Prior to the completion of the offering, Mr. Smyth beneficially owned, or exercised control or direction over, 1.56 million common shares and 80,000 warrants, representing approximately 13.73 per cent of the issued and outstanding common shares of the company on a non-diluted basis (and approximately 14.33 per cent of the issued and outstanding common shares on a partially diluted basis, including the exercise of Mr. Smyth's warrants). On completion of the offering, Mr. Smyth beneficially owns, or exercises control or direction over, 1,905,400 common shares and 252,700 warrants, representing approximately 11.79 per cent of the issued and outstanding common shares of the company on a non-diluted basis (and approximately 13.15 per cent of the issued and outstanding common shares on a partially diluted basis including the exercise of the Mr. Smyth's warrants).

Mr. Smyth has no present intention to dispose of or acquire further securities of the company. In accordance with applicable securities laws, Mr. Smyth may, from time to time, acquire additional securities of the company in the open market or otherwise, and reserve the right to dispose of any or all of such securities from time to time and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the company, and other relevant factors.

An early warning report respecting this change in securityholdings will be filed and available for viewing on SEDAR+ under the profile of the company. To obtain a copy of the early warning report, please contact Mr. Smyth by telephone. The company's head office is located at 1400, 1050 West Pender St., Vancouver, B.C., V6E 3S7.

We seek Safe Harbor.