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GRAY.CN ·

Graycliff Announces Conversion of all its Debentures

Debt & Credit Facilities

Graycliff Exploration Announces Early Conversion of

its Convertible Debentures

TORONTO, ON – April 6, 2021 - Graycliff Exploration Limited (the “Company” or “Graycliff”) (CSE:

GRAY) (OTCQB: GRYCF) (FSE: GE0 ) is pleased to announce that it received notice of conversion

pertaining to convertible debentures issued in September 2020 (the “Financing”) (See Press Release

dated September 25, 2020).

Both strategic shareholders from the Financing have informed the Company they are converting their

Debentures into Graycliff common shares ahead of the maturity date.

The Financing was comprised of $530,000 of 5% unsecured convertible debentures (the

“Debentures”) at an issue price of $1,000 per Debenture. The Debenture s were to mature on

September 24, 2022 and were convertible into common shares of Graycliff at a price of $0.60 per

common share.

As a result of the early conversion, the Company has issued 905,961 common shares, including

22,628 common shares that were issued for the accrued interest on the Debentures. The Company

now has no debt.

About Graycliff Exploration Limited

Graycliff Exploration is a mineral exploration company focused on its 945 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, which operated from 1903

to 1907.

For more information, contact investor relations at [email protected]

On Behalf of the Board of Directors,

James Macintosh

President and CEO

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility

for the adequacy or accuracy of this press release.

This press re lease may include forward- looking information within the meaning of Canadian securities legislation,

concerning the business of the Company. Forward- looking information is based on certain key expectations and

assumptions made by the management of the Company. Although the Company believes that the expectations and

assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed

on the forward- looking information because the Company can give no assuranc e that they will prove to be correct.

Forward-looking statements contained in this press release are made as of the date of this press release. The Company

disclaims any intent or obligation to update publicly any forward -looking information, whether as a result of new

information, future events or results or otherwise, other than as required by applicable securities law s.