Mr. Brian Testo reports

GRIZZLY CLOSES PRIVATE PLACEMENT

On Nov. 7, 2025, Grizzly Discoveries Inc. closed on a non-brokered private placement originally announced on Sept. 11, 2025, and extended on Oct. 10, 2025, for gross proceeds of $153,000.

The closing of the offering consisted of 3.4 million units and 1.7 million flow-through units with the units and FT units each priced at three cents per unit or FT unit. Each unit consisted of one common share of the company and one non-transferable common share purchase warrant entitling the warrant holder to purchase an additional common share for five cents and expiring on the earlier of: (a) 30 days following written notice by the company to the warrantholder that the volume-weighted average trading price of the common shares on the TSX Venture Exchange is at or greater than 10 cents per common share for 10 consecutive trading days; and (b) Nov. 7, 2027. Each FT unit consisted of one common share and one-half of one warrant, each of which was issued as a flow-through share for the purposes of the Income Tax Act (Canada). The offering was offered to qualified subscribers in reliance upon exemptions for the registration and prospectus requirements of applicable securities legislation.

The company intends to use the proceeds of the offering as follows.

The company did not pay any commissions or finders' fees in connection with the offering. Following closing, the company has 177,630,622 common shares issued and outstanding. The common shares and any common shares issued on exercise of the warrants are subject to restrictions on trading until March 8, 2026. The offering is subject to final acceptance of the TSX Venture Exchange.

An insider subscribed for an aggregate of 3.4 million units for gross proceeds of $102,000. 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 offering because the details of the participation therein by related parties of the company were not settled until shortly prior to closing of the offering 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 72,700 hectares (approximately 180,000 acres) of precious and base metal properties in southeastern British Columbia. Grizzly is run by a highly experienced junior resource sector management team, which has a record of advancing exploration projects from early exploration stage through to feasibility stage.

We seek Safe Harbor.