VANCOUVER, BC / ACCESS Newswire / November 9, 2026 / George Sanders, President of Goldcliff Resource Corporation ("Goldcliff" or the "Company") (TSX.V:GCN)(OTC PINK:GCFFF) is pleased to announce the closing (the "Closing") of the second and final tranche of the Company's non-brokered private placement previously announced on September 25, 2026 (the "Private Placement") through the issuance of an aggregate of 2,450,000 non-flow through units (each, a "NFT Unit") at a price of $0.03 per NFT Unit for aggregate proceeds of $73,500.
Under both tranches of the Private Placement, the Company raised aggregate proceeds of $173,500 through the issuance of an aggregate of: (i) 2,450,000 NFT Units for gross proceeds of $73,500; and (ii) 2,000,000 flow through shares (each, a "FT Share") for gross proceeds of $100,000. The Private Placement was conducted in reliance upon the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions.
Each NFT Unit was comprised of one common share of the Company (each, a "Common Share") and one half of one non-transferrable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire an additional Common Share at an exercise price of $0.07 per Common Share for a period of 24 months from Closing.
Proceeds from the NFT Units sold under the Private Placement will be applied towards general working capital.
Each FT Share was comprised of one Common Share which qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada). Proceeds from the FT Shares sold under the Private Placement will be applied to drilling at Kettle Valley 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 December 31, 2027 and renounced with an effective date no later than December 31, 2026 to the initial purchasers of FT Shares. The Kettle Valley project is located in British Columbia.
An insider of the Company (the "Insider") subscribed for 300,000 NFT Units for aggregate gross proceeds of $9,000 in the second tranche of the Private Placement. The Insider's participation in the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available on the basis that the fair market value of the Insider's participation in the Private Placement, as determined in accordance with MI 61-101, did not exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the Closing of the Private Placement, which the Company deemed reasonable in the circumstances as details of the Insider's participation in the Private Placement had not been settled and the Company wished to complete the Private Placement in an expeditious manner.
In connection with the Closing of the second tranche of the Private Placement, the Company paid a finder's fee of an aggregate of $315 cash and issued an aggregate of 10,500 non-transferable finder's warrants ("Finder Warrants") to Canaccord Genuity Corp. (the "Finder"). Each Finder Warrant entitles the holder to acquire a Common Share at an exercise price of $0.07 per Common Share for a period of 24 months from Closing.
Unless permitted under the applicable securities legislation or the TSX Venture Exchange ("TSXV") rules, the securities issued to the Insider and the Finder cannot be traded before March 10, 2027.
Closing of the Private Placement remains subject to final acceptance of the TSXV.
The securities issued were not registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States absent registration or an exemption from the registration requirements.
Goldcliff has just completed a reconnaissance drill program at the Kettle Valley gold/silver project near Rock Creek, B.C. Eleven holes totaling 1,000 metres were successfully drilled. Two separate areas were tested each with distinct geological features and mineralization.
Seven holes were completed in the recently discovered East Breccia zone, and four holes in the area of the highest grade surface rock samples collected in 2021. Drill core is currently being logged and sampled for assay analysis.
Warner Gruenwald, P.Geo., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the technical information contained in this news release. Mr. Gruenwald is an independent consulting geologist to the Company.
For further information, please contact George W. Sanders, President, at 250-764-8879, toll free at 1-866-769-4802 or email at sanders@goldcliff.com.
GOLDCLIFF RESOURCE CORPORATION
Per: "George W. Sanders"
George W. Sanders, President
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or the accuracy of this news release.
Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the expected use of proceeds from the Private Placement. Although Goldcliff believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include final approval of the TSXV, market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Goldcliff and other parties to satisfy TSXV and other regulatory requirements in a timely manner, the availability of financing for Goldcliff's proposed transactions and programs on reasonable terms, and the ability of third party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Goldcliff does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.
SOURCE: Goldcliff Resource Corp.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/metals-and-mining/goldcliff-announces-closing-of-the-second-and-final-tranche-of-its-%22life%22-off-1249121
