The Graycliff Exploration Shakespeare Gold Project acquisition marks a strategic step in consolidating geological intelligence at the Company’s Ontario asset. The transaction enhances the technical dataset underpinning ongoing exploration planning.

Graycliff Exploration Limited has entered into an arm’s length asset purchase agreement dated 26 February 2026. The agreement provides for the acquisition of geological data, drill core, pulp samples and associated materials. These materials relate directly to the Company’s Shakespeare property.

The vendor, Mona McKinnon, will receive 2,300,000 common shares. The shares carry a deemed issue price of $0.14 each. Consequently, the total consideration represents approximately $322,000 in equity value.

Completion remains subject to customary closing conditions. In addition, the transaction requires approval from the Canadian Securities Exchange.

Transaction structure and share issuance terms

Under the agreement, Graycliff will issue the consideration shares upon closing. However, the shares will be subject to voluntary resale restrictions.

The staged release schedule is structured as follows:

• 25% released four months and one day after closing
• 25% released six months after closing
• 25% released nine months after closing
• 25% released twelve months after closing

This structure supports market stability. Moreover, it aligns the vendor’s interests with longer-term project advancement.

Although the issuance increases the outstanding share count, the Company secures tangible exploration assets in return. Therefore, management considers the dilution proportionate to the strategic benefit.

Graycliff Exploration Shakespeare Gold Project acquisition and operational impact

The Graycliff Exploration Shakespeare Gold Project acquisition provides access to historical geological intelligence. As a result, management can refine targeting models and optimise drill planning.

Arndt Roehlig, President and Chief Executive Officer, stated that the acquisition will guide the Company’s next exploration phase. The additional data should reduce geological uncertainty. Furthermore, it may improve capital allocation efficiency during future drilling campaigns.

Importantly, integrating legacy core and pulp material can accelerate reinterpretation work. Consequently, the technical team may identify extensions or higher-grade zones more effectively.

Overview of the Shakespeare Gold Project

The Shakespeare Gold Project comprises 1,468 hectares of prospective mineral tenure. The property lies approximately 80 kilometres west of Sudbury. It is situated within the prolific Canadian Shield.

The land package includes one crown patented lease, two crown leases and 40 mining claims. The property area is associated with the historic Shakespeare Gold Mine.

To date, Graycliff has completed more than 12,500 metres of drilling. Notably, visible gold has been recorded in numerous drill holes. This supports continued exploration across the structural corridor.

Regulatory considerations and forward-looking statements

The acquisition remains conditional upon regulatory clearance and standard closing requirements. Therefore, there can be no assurance that completion will occur on the announced terms.

Forward-looking statements in relation to exploration plans, share issuance and resale timing involve inherent risks. Commodity price volatility, permitting factors and broader economic conditions may influence outcomes. Accordingly, investors should assess these risks carefully.