GCN.V · 2019-07-29 12:00:00

Goldcliff Arranges Financings and Closes First Tranche

Financings

www.goldcliff.com

#400 – 789 W. Pender St.

Vancouver, B.C. V6C 1H2

Phone: 250-764-8879

Toll Free: 866-769-4802

GCN.TSXV www.directroyalty.com [email protected]

July 29, 2019

GOLDCLIFF ARRANGES FINANCINGS and CLOSES FIRST TRANCHE

Vancouver, B.C. – Goldcliff Resource Corporation (“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 [email protected].

GOLDCLIFF RESOURCE CORPORATION

Per: “George W. Sanders”

George W. Sanders, President

Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accept

responsibility for the adequacy or the accuracy of this news release.