Mr. George Sanders reports

GOLDCLIFF ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF ITS "LIFE" OFFERING AND ANNUAL GENERAL MEETING RESULTS

Goldcliff Resource Corp. has closed the second and final tranche of its non-brokered private placement previously announced on March 16, 2023, and has released the results of voting at its annual general and special meeting held on Thursday, April 27, 2023. Shareholders voted in favour of all items put forward by the board of directors and management.

Private placement

An aggregate of 500,000 units were issued in the non-flow-through (NFT) portion of the private placement at a price of five cents per NFT unit for aggregate proceeds of $25,000, with each NFT unit comprising one common share of the company and one-half of one non-transferrable common share purchase warrant were issued. Each warrant entitling the holder thereof to acquire one additional common share at an exercise price of eight cents per common share for a period of 24 months.

The private placement was conducted in reliance upon the listed issuer financing exemption.

Proceeds from the NFT unit offering will be applied to property payments on Aurora West and Kettle Valley projects and to general working capital.

In connection with the second closing, the company paid cash finders' fees to PI Financial Corp. in an aggregate amount of $1,750, in addition, the company issued 35,000 finders' warrants to PI Financial. Each finders' warrant is exercisable on the same terms and conditions as the warrants comprising the NFT units.

Annual general and special meeting

Shareholders also voted in favour of reapproving and ratifying the company's stock option plan.

We seek Safe Harbor.