Mr. John Theobald reports

HIGHCLIFF METALS CLOSES PRIVATE PLACEMENT OF $700,039

Highcliff Metals Corp. has closed its previously announced non-brokered private placement financing (see news release dated June 12, 2026) of 8,235,758 common shares at a price of 8.5 cents per share for total proceeds of up to $700,039.46.

Antanas Guoga, an existing control person of the company, subscribed for a total of 1.8 million common shares for gross proceeds of $153,000. Mr. Guoga's participation is considered to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on the exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the participation in the offering by Mr. Guoga will not exceed 25 per cent of the fair market value of the company's market capitalization.

The securities under the offering will be subject to restrictions on resale expiring four months and a day after issue. The company did not pay any finder's fee in relation to the offering.

The net proceeds of the offering for general working capital purposes, corporate indebtedness and any costs associated with seeking out a new business.

Early warning notice

This early warning notice is issued pursuant to National Instrument 62-104 (Take-Over Bids and Issuer Bids) and National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issuers).

This notice is being issued by Mr. Guoga as required by NI 62-104 and NI 62-103 in connection with Mr. Guoga's acquisition of 1.8 million common shares in the capital of the company.

The acquired shares were issued by the company to Mr. Guoga under the offering in consideration of 8.5 cents per acquired share for a total purchase price of $153,000. Prior to the offering, Mr. Guoga owned 3.2 million common shares of the company, representing 36.2 per cent of the issued and outstanding shares on an undiluted and partially diluted basis. As a result of Mr. Guoga's acquisition of the acquired shares under the offering, Mr. Guoga owns and controls five million common shares of the company, representing 29.3 per cent of the issued and outstanding common shares on an undiluted and partially diluted basis.

Mr. Guoga acquired the acquired shares for investment purposes, and may acquire additional securities of the company either on the open market or through private acquisitions or sell securities of the company either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Other than the foregoing, Mr. Guoga does not have plans or future intentions which relate to or would result in any of the other foregoing matters.

A copy of Mr. Guoga's early warning report will be available under the company's profile on SEDAR+. A copy of the early warning report can be obtained by contacting the company at 604-393-3585.

About Highcliff Metals Corp.

The company currently has no mineral properties and will seek to identify and acquire a new business.

We seek Safe Harbor.