Mr. James Macintosh reports

GRAYCLIFF ANNOUNCES LIFE FINANCING FOR ADVANCING SHAKESPEARE PROJECT

Graycliff Exploration Ltd. has arranged a non-brokered private placement offering of up to eight million units of the company at a price of 35 cents per unit, for aggregate gross proceeds of up to $2.8-million.

Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder thereof to acquire one additional share at an exercise price of 55 cents for a period of 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 fees equal to 8 per cent of the aggregate cash proceeds received from the sale of the units, payable in cash, and issue a number of warrants equal to 8 per cent of the aggregate number of units issued. The finders' 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, as amended and supplemented by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing 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 will be offered to purchasers resident in each of the provinces and territories of Canada, except Quebec, 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 related to the units issuable pursuant to the LIFE that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The offering is scheduled to close on or about June 30, 2026.

About Graycliff Exploration Ltd.

Graycliff Exploration is a mineral exploration company focused on its 1,366 hectares of prospective ground, located roughly 88 kilometres 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. Graycliff to date has drilled over 12,900 metres, with visible gold mineralization and significant gold assay intervals in numerous drill holes.

We seek Safe Harbor.