Vancouver, British Columbia--(Newsfile Corp. - July 22, 2026) - Highcliff Metals Corp. (TSXV: HCM.H) (OTC: IMAHF) (the "Company") is pleased to announce that it 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 $0.085 per share for total proceeds of up to $700,039.46 (the "Offering").

Antanas Guoga, an existing Control Person of the Company subscribed for a total of 1,800,000 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 ("MI 61-101"). 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% 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 finders 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 (the "Notice") is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers ("NI 61-103").

This Notice is being issued by Antanas Guoga as required by NI 62-104 and NI 62-103 in connection with Mr. Guoga's acquisition of 1,800,000 common shares (the "Acquired Shares") in the capital of the Company.

The Acquired Shares were issued by the Company to Mr. Guoga under the Offering in consideration of $0.085 per Acquired Share for a total purchase price of $153,000. Prior to the Offering, Mr. Guoga owned 3,200,000 common shares of the Company representing 36.2% 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 5,000,000 common shares of the Company representing 29.3% 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+ at www.sedarplus.ca. A copy of the early warning report can be obtained by contacting the Company at 604-393-3585.

About the Company

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

Highcliff Metals Corp.

John Theobald
President

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

This News Release includes certain forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: ability to complete the complete the private placement financing, acquire a new mineral property and uncertainty of access to additional capital. Accordingly, actual and further events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

NOT FOR US DISTRIBUTION OR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/306025

Source: Highcliff Metals Corp.