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Graycliff Exploration Announces AGM Results

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Graycliff Exploration (OTC: GRYCF) reports results of its Annual General Meeting held March 30, 2026: shareholders approved fixing the board at five directors and elected James Macintosh, Arndt Roehlig, Julio DiGirolamo, Bruce Durham and Jason Baker.

The company's audited consolidated financial statements for the years ended December 31, 2025 and 2024 were received and filed on SEDAR+. Clearhouse LLP was re-appointed auditor. Graycliff also increased its previously announced private placement to up to $650,000, from up to $600,000; each unit includes one share and one-half warrant exercisable at $0.18 for one year.

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Positive

  • Private placement increased to $650,000
  • Audited financials filed for 2025 and 2024 on SEDAR+
  • Board confirmed at five directors with full slate elected
  • Auditor re-appointed (Clearhouse LLP) for ensuing year

Negative

  • Potential dilution from up to $650,000 placement and outstanding warrants
  • Warrants exercisable at $0.18 for one year could dilute shares if exercised
  • Director departure of Nicholas Konkin reduces board continuity

Toronto, Ontario--(Newsfile Corp. - April 2, 2026) - Graycliff Exploration Limited  (CSE : GRAY) (OTC Pink: GRYCF) (FSE : GE0) (the "Company" or "Graycliff") is pleased to announce that all matters submitted to shareholders at its Annual General Meeting (the "Meeting") held on Monday, March 30, 2026, were approved.

A total of 8,802,497 common shares were entitled to vote at the Meeting. The following three items were passed. Shareholders voted to fix the number of directors at five (5). The following nominees were elected to the Board of Directors to serve until the next annual meeting of shareholders: James Macintosh, Arndt Roehlig, Julio DiGirolamo, Bruce Durham and Jason Baker.

Clearhouse LLP was re-appointed as the auditors of the Corporation for the ensuing year, and the Board of Directors was authorized to fix their remuneration.

The Corporation's audited consolidated financial statements for the years ended December 31, 2025, and December 31, 2024, together with the report of the auditors and the management's discussion and analysis (MD&A), were formally received by the shareholders. These financials have been filed on SEDAR+.

The Company wishes to extend its sincere gratitude to Nicholas Konkin for his dedicated service on the Board of Directors for the past several years.

The Company also is pleased to announce that it's previously announced private placement on March 3, 2026 is oversubscribed and is increasing the size to up to $650,000 from up to $600,000. Each unit will be composed of one common share of the company and one-half of one common share purchase warrant, each warrant to be exercisable at 18 cents per share for one year from issuance.

About Graycliff Exploration Limited

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 a significant number of holes.

On Behalf of the Board of Directors,

James Macintosh
Chairman

For more information, please contact the Company at: jm@graycliffexploration.com or (416) 271-8300

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press release

Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the completion of the Acquisition and satisfaction of conditions precedent thereto; the issuance of Consideration Shares and the timing of release of resale restrictions thereon; the Company's plans, objectives and expectations for exploration and development of the Shakespeare Project; and other events or conditions that may occur in the future. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Acquisition may not be completed on the terms announced or at all; general economic conditions; fluctuations in commodity prices; regulatory approvals and requirements; environmental and permitting risks; title risks; and other factors beyond the Company's control. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Accordingly, readers should not place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290958

FAQ

What were the key outcomes of Graycliff Exploration's AGM on March 30, 2026 (GRYCF)?

Shareholders approved a five-member board and elected five directors to serve until the next annual meeting. According to the company, audited financial statements for 2025 and 2024 were received and Clearhouse LLP was re-appointed auditor.

How much did Graycliff increase its March 3, 2026 private placement (GRYCF)?

Graycliff increased the private placement to up to $650,000 from up to $600,000. According to the company, each unit will include one share and one-half of a warrant exercisable at $0.18 for one year.

What are the warrant terms in Graycliff's updated private placement (GRYCF)?

Each unit includes one-half of a common share purchase warrant exercisable at $0.18 per share for one year. According to the company, warrants attach to units issued under the oversubscribed placement.

Where can investors find Graycliff Exploration's audited financial statements (GRYCF)?

The company's audited consolidated financial statements for 2025 and 2024 have been filed and are available on SEDAR+. According to the company, these include the auditors' report and management's discussion and analysis.

Did any director resign at Graycliff following the March 30, 2026 AGM (GRYCF)?

The company acknowledged the departure of director Nicholas Konkin after several years of service. According to the company, it extended sincere gratitude for his dedicated service on the board.