Toronto, Ontario--(Newsfile Corp. - February 26, 2026) - Graycliff Exploration Limited (CSE: GRAY) (OTC Pink: GRYCF) (FSE: GE0) (the "Company" or "Graycliff") is pleased to announce that it has executed an arm's length asset purchase agreement (the "Agreement"), dated February 26, 2026, with Mona McKinnon (the "Vendor"), contemplating the acquisition (the "Acquisition") of certain geologic data, core, pulp and material related to the Company's Shakespeare Project (the "Assets") from the Vendor for 2,300,000 common shares of the Company (the "Consideration Shares") at a deemed issue price of $0.14 per share, such shares to be issued on closing to the Vendor or its nominee(s) set out in the Agreement.

Upon issuance, the Consideration Shares will be subject to voluntary resale restrictions, expiring: 25% four months and a day after the closing date (the "Closing"); 25% six months after the Closing; 25% nine months after the Closing; and 25% twelve months after the Closing.

"This acquisition will guide our next steps at Shakespeare as we advance our exciting gold project," said Arndt Roehlig, President and CEO of Graycliff. Completion of the Acquisition is subject to the satisfaction of the customary conditions precedent for a transaction of this nature, including those set forth in the Agreement and approval from the Canadian Securities Exchange.

About Graycliff Exploration Limited

Graycliff Exploration is a mineral exploration company focused on its 1,468 hectares of prospective ground, located roughly 80 kilometres west of Sudbury on the prolific Canadian Shield. The Company's Shakespeare Project consists of one crown patented lease, two crown leases and 40 claims on a property associated with the historic Shakespeare Gold Mine. Graycliff to date has drilled over 12,500 metres at Shakespeare, with visible gold identified in a significant number of holes.

On Behalf of the Board of Directors,

James Macintosh
Chairman

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press release

Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the completion of the Acquisition and satisfaction of conditions precedent thereto; the issuance of Consideration Shares and the timing of release of resale restrictions thereon; the Company's plans, objectives and expectations for exploration and development of the Shakespeare Project; and other events or conditions that may occur in the future. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Acquisition may not be completed on the terms announced or at all; general economic conditions; fluctuations in commodity prices; regulatory approvals and requirements; environmental and permitting risks; title risks; and other factors beyond the Company's control. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Accordingly, readers should not place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285547

Source: Graycliff Exploration Ltd