Mr. James Macintosh reports

GRAYCLIFF EXPLORATION PROVIDES UPDATE ON PRIVATE PLACEMENT

Graycliff Exploration Ltd. has closed its previously announced private placement. The company raised gross proceeds of $440,000 through the issuance of 4.4 million common shares of the company. The gross proceeds of the offering shall be used for general corporate and working capital purposes.

The offering consisted of a mix of new equity financing of $113,000 and debt settlements of $327,000 for common shares. All securities issued in connection with the offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. There were no finders' fees paid in connection with the offering. The completion of the offering is subject to the receipt of all necessary regulatory approvals and other customary closing conditions.

The offering constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders of the company subscribed for an aggregate of 2.22 million common shares. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101 as the company has financial challenges and the transaction is designed to improve the financial position of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances to complete the offering in an expeditious manner.

Prior to the completion of the offering, Arndt Roehlig did not hold any common shares. Upon completion of the offering, Mr. Roehlig will hold an aggregate of 1.5 million common shares, representing approximately 17.04 per cent of the issued and outstanding common shares on an undiluted basis and approximately 16.62 per cent on a fully diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Roehlig may from time to time increase or decrease his holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.

"This dramatically improves the company's financial position as the company enters 2026. The company remains committed to strengthening its financial position to support ongoing exploration activities and corporate objectives," stated James Macintosh, chairman.

About Graycliff Exploration Ltd.

Graycliff Exploration is a mineral exploration company focused on its 1,468 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. Graycliff to date has drilled over 12,500 metres at Shakespeare, with visible gold identified in multiple holes.

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