Mr. George Sanders reports

GOLDCLIFF ANNOUNCES UNIT AND FLOW THROUGH "LIFE" OFFERINGS

Goldcliff Resource Corp. has arranged a proposed non-brokered private placement for aggregate gross proceeds of up to $600,000.

The private placement will consist of the issuance of: (i) up to 10 million units, at a price of three cents per non-flow-through unit, with each non-flow-through unit comprising one common share of the company and one-half of one non-transferable common share purchase warrant, with each warrant entitling the holder to acquire an additional common share at an exercise price of seven cents per common share for a period of 24 months from the closing date (as defined herein); and (ii) up to six million flow-through shares, at a price of five cents per flow-through share, with each flow-through share comprising one common share, which qualifies as a flow-through share within the meaning of the Income Tax Act (Canada).

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the securities sold under the private placement will be offered in all provinces of Canada except Quebec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Subject to the rules and policies of the TSX Venture Exchange, the securities issuable from the sale of flow-through shares to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws; however, securities issuable from the sale of units will be subject to a four-month hold period given the issuance price being under five cents per unit. There is an offering document related to this private placement that can be accessed under the company's profile on SEDAR+ and on Goldcliff's website. Prospective investors should read this offering document before making an investment decision.

Proceeds from the non-flow-through unit offering will be applied to the property payments on Aurora West and Kettle Valley projects, and to general working capital.

Proceeds from the flow-through share offering will be applied to drilling at the Kettle Valley gold-silver project located in British Columbia 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 flow-through shares.

The private placement is anticipated to close on or about Nov. 9, 2026, or such other date(s) as the company may determine. Closing of the private placement is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX-V. Goldcliff advises that insiders of the company may participate in the private placement, which subscriptions will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and will be subject to the TSX-V hold period.

At closing, the company may pay cash finders' fees equal to 7 per cent of gross proceeds introduced by eligible finders. Also, the company may grant to eligible finders finder warrants equal to 7 per cent of the number of non-flow-through units and/or flow-through shares introduced by the finder on the same terms and conditions as the warrants comprising the non-flow-through units.

We seek Safe Harbor.