Edmonton, Alberta--(Newsfile Corp. - June 27, 2025) - Grizzly Discoveries Inc. (TSXV: GZD) (FSE: G6H) (OTCQB: GZDIF) ("Grizzly" or the "Company") has closed on the non-brokered private placement (the "Offering") of Units and FT Units, originally announced on April 29, 2025 and extended on May 29, 2025, for gross proceeds of $150,000.
The closing of the Offering consisted of 4,166,666 Units and 833,335 FT Units, with the Units and FT Units each priced at $0.03 per Unit and FT Unit. Each Unit consisted of one common share of the Company ("Common Share") and one Common Share purchase warrant entitling the warrant holder to purchase an additional Common Share for $0.05 and expiring on the earlier of a) 30 days following written notice by the Company to the warrant holder that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.10 per Common Share for 10 consecutive trading days; and (b) 24 months from the date of issuance ("Warrant"). Each FT Unit consisted of one Common Share and one half of one Warrant, each of which have been issued as a "flow through share" for the purposes of the Income Tax Act (Canada). The Offering was offered to qualified subscribers in reliance upon exemptions from the registration and prospectus requirements of applicable securities legislation.
The Company intends to use the proceeds of the Offering as follows:
| Mineral Property Exploration | $ 25,000 | |
| Mineral Rights and Exploration Permits | 50,000 | |
| Working capital | Other accounts payable | 25,000 |
| Corporate Overhead | Other Corporate Overhead | 50,000 |
| Gross proceeds | $ 150,000 |
The Common Shares and any Common Shares issued on exercise of the Warrants and Finder Warrants are subject to restrictions on trading until October 28, 2025 in accordance with the policies of the TSX Venture Exchange. No commissions or finders fees were paid in connection with the offering.
Following closing of the Offering, the Company has 172,860,622 Common Shares issued and outstanding. The Offering is subject to Final Acceptance by the TSX Venture Exchange.
An Insider subscribed for an aggregate of 666,666 Units, representing gross proceeds of $20,000. The purchase of such Units is considered to be a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"),but is exempted from the requirements to obtain a formal valuation and to obtain minority approval, as the purchase of securities does not exceed 25% of the Company's market capitalization. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101.
The Company did not file a material change report more than 21 days before the expected closing of the Financing because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Financing and the Company wished to close on an expedited basis for business reasons.
ABOUT GRIZZLY DISCOVERIES INC.
Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture Exchange focused on developing its approximately 72,700 ha (approximately 180,000 acres) of precious and critical minerals properties in southeastern British Columbia. Grizzly is run by highly experienced junior resource sector management team, who have a track record of advancing exploration projects from early exploration stage through to feasibility stage.
On behalf of the Board,
GRIZZLY DISCOVERIES INC.
Brian Testo, CEO, President
Suite 363-9768 170 Street NW
Edmonton, Alberta T5T 5L4
For further information, please visit our website at www.grizzlydiscoveries.com or contact:
Nancy Massicotte
Corporate Development
Tel: 604-507-3377
Email: nancy@grizzlydiscoveries.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution concerning forward-looking information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Grizzly in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Grizzly's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available under the Company's SEDAR+ profile at www.sedarplus.ca. Grizzly disclaims any obligation to update or revise any forward-looking information or statements except as may be required by law.
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SOURCE: Grizzly Discoveries Inc.
