Star Metro - Goldcliff Closes First Tranche of Private PLacement

Each FT Share comprises one (1) common share ("Common Share") of the Company 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 project is located in British Columbia.

An insider of the Company (the "Insider") subscribed for 1,000,000 FT Shares for aggregate gross proceeds of $50,000. 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 first tranche of the Private Placement, the Company paid a finder's fee of an aggregate of $3,500 cash and issued an aggregate of 70,000 non-transferable finder's warrants ("Finder Warrants") to Ventum Financial 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 February 28, 2027.

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.

For further information, please contact George W. Sanders, President, at 250-764-8879, toll free at 1-866-769-4802 or email at [email protected].

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.

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 the Company 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 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 the Company and other parties to satisfy TSXV and other regulatory requirements in a timely manner, the availability of financing for the Company'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. The Company 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

P.M.Martin--SMC