Goldcliff Arranges Financings and Closes First Tranche
VANCOUVER, July 29, 2019 - Goldcliff Resource Corp. (“Goldcliff” or the “Company”) (GCN: TSX.V, GCFFF: OTCBB PINKS) is pleased to announce a Non-Brokered Private Placement of up to 10,000,000 Units at a price of $0.10 per Unit, for gross proceeds of $1,000,000. The Company also announces the closing of a first tranche of 1,250,000 Units for gross proceeds of $125,000. Each Unit will consist of one common share and one half of one common share purchase Warrant. Each whole Warrant will entitle the holder to purchase one additional common share at a price of $0.20 per share for a period of two years from the date of closing. Goldcliff has the right to accelerate the expiry date of the warrants to 30 days if the closing price for Goldcliff shares is at least $0.40 for 20 consecutive trading days. In addition to other exemptions from the prospectus and registration requirements, the Private Placement will be open to existing shareholders of record as of July 21, 2019 pursuant to BC Instrument 45-534 “Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders”. Any Units purchased by way of the Private Placement will be subject to four months and a day resale restrictions. A Finders’ Fee of 7% cash and 7% share purchase warrants (Broker Warrants), exercisable on the same terms as the investor warrants, may be paid to any third-party Finders. No Fee is payable on the first tranche. The Private Placement and payment of Finders’ Fees are subject to final acceptance by the TSX Venture Exchange.
Included in the subscribers for this first tranche is Company President George Sanders, who has agreed to purchase 1,000,000 Units. Mr. Sanders currently holds 11,578,353 shares of 28,223,991 shares outstanding or 41% of the issued shares of the Company. Subsequent to this transaction Mr. Sanders will hold 12,578,353 shares of 29,473,991 or 42.6% of the issued shares, and 13,078,353 shares of 29,973,991 outstanding on a partially diluted basis or 43.6%. The transaction with Mr. Sanders constitutes a "related party transaction" in the context of Multilateral Instrument 61-101, and the Company intends to rely on exemptions in such Instrument with respect to minority shareholder approval and a formal valuation.
Proceeds will be applied to exploration activities at the recently optioned Nevada Rand project located in Mineral County, Nevada and to working capital.
Goldcliff also announces a Non-Brokered private placement of up to 600,000 Flow Through Shares at a price of $0.12 per share for gross proceeds of $72,000. Proceeds will be applied to surface sampling activities at the 100% owned Panorama Ridge gold project located near Hedley, British Columbia.
For further information, please contact George W. Sanders, President, at 250-764-8879, toll free at 1-866-769-4802 or email at info@directroyalty.com.
Per: “George W. Sanders”
George W. Sanders, President
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