Mr. Brian Testo reports

GRIZZLY COMPLETES PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $835,910

Grizzly Discoveries Inc., between Dec. 31, 2025, and Jan. 8, 2026, closed on a second tranche of a private placement originally announced on Nov. 25, 2025, by the issuance of 11,836,667 flow-through (FT) units and 8,027,000 units for additional gross proceeds of $595,910, in addition to the first tranche, announced on Dec. 18, 2025, for gross proceeds of $240,000. In aggregate, the company has issued 16,027,000 FT units and 11,836,667 units for aggregate gross proceeds of $835,910 in the offering.

The offering consisted of up to 8,333,333 units and up to 25 million of any combination of units and FT units, where each unit consisted of one common share of the company and one non-transferable common share purchase warrant, entitling the warrantholder 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) 24 months from the date of issuance. Each FT unit consisted of one common share and one-half of one warrant, each of which shall be issued as a flow-through share for the purposes of the Income Tax Act (Canada). The units and FT units were each offered at three cents per unit or FT unit. The offering was offered to qualified subscribers in the provinces of Alberta, British Columbia and Ontario, and in other jurisdictions as the company in its discretion determined, in reliance upon exemptions from the registration and prospectus requirements of applicable securities legislation. The offering is now closed.

In connection with the sale of eight million FT units on Dec. 17, 2025, the company paid a cash finder's fee of $14,400 and issued 240,000 non-transferable finder's warrants, with equivalent terms to the warrants, to GloRes Securities Inc., and 240,000 finder's warrants to Marquest Asset Management Inc.

An insider subscribed for an aggregate of 6,667,000 FT units, representing gross proceeds of $200,010. The purchase of such FT 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.

Following closing of the final tranche of the offering, the company has 206,465,956 common shares issued and outstanding. The common shares and any common shares issued on exercise of the warrants and finders' warrants are subject to restrictions on trading for four months from the date of issuance, expiring on dates ranging from April 18, 2026, to May 9, 2026. The offering is subject to final acceptance of the TSX Venture Exchange.

Use of funds

The company intends to use the proceeds of the offering as detailed in the attached table.

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 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.

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