Mr. Brian Testo reports

GRIZZLY CLOSES PRIVATE PLACEMENT FINANCING

Grizzly Discoveries Inc., on Aug. 15, 2023, closed on a private placement by the issuance of 1,771,859 units (as defined below) at a price of seven cents per unit and 5,312,500 flow-through (FT) units (as defined below) at a price of eight cents per FT unit for aggregate gross proceeds of $549,030.

Under the terms of the offering, each unit consisted of one common share of the company and one-half of one warrant. Each FT unit consisted of one common share issued as a flow-through share for the purposes of the Income Tax Act (Canada) and one-half of one FT warrant, with each whole FT warrant issued as a flow-through share for the purposes of the Income Tax Act (Canada). Each whole warrant or FT warrant entitles the holder to acquire one additional common share (that is not a flow-through share) at an exercise price of 10 cents per common share and shall expire on the earlier of: (a) 30 days following written notice by the issuer to the subscriber that the volume-weighted average trading price of the common shares on the TSX Venture Exchange is at or greater than 12 cents per common share for 10 consecutive trading days; and (b) Aug. 15, 2025.

The company intends to use the proceeds from the units for general working capital, and the proceeds from the units and FT units on exploration of its mineral projects in British Columbia, primarily targeting critical minerals. In particular, the proceeds from the FT units will be used to incur flow-through critical mineral mining expenditures, as defined in the Income Tax Act.

In connection with the offering, the company issued 400,000 units and 400,000 finder warrants (non-transferable, with the same terms and expiry date as the warrants) to Accilent Capital Management Inc.

The common shares and any common shares issued on exercise of the warrants and finder warrants are subject to restrictions on trading until Dec. 16, 2023, in accordance with the policies of the TSX Venture Exchange.

Following closing of the offering, the company has 149,644,119 common shares issued and outstanding. The offering is subject to final acceptance by the TSX Venture Exchange.

Insiders subscribed for an aggregate of 142,857 units, representing gross proceeds of $10,000. 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, 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 per cent 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 66,000 hectares (approximately 165,000 acres) of precious and base metals properties in southeastern British Columbia. Grizzly is run by a highly experienced junior resource sector management team with a record of advancing exploration projects from early exploration stage through to feasibility stage.

We seek Safe Harbor.