Graycliff closes $200,000 Financing

Graycliff Completes $200,000 Private Placement

Not For Dissemination in the United States Of America

TORONTO, ON - January 20, 2021 - Graycliff Exploration Limited (the “Company” or “Graycliff”) (CSE:

GRAY) (OTCQB: GRYCF) (FSE: GE0 ) is pleased to report th e completion of a non -brokered private

placement offering of 400,000 units (the “Units”) of the Company , issued at a price of $0.50 per unit

(the “Financing”) for gross proceeds of $200,000.

Graycliff intends to use the net proceeds from the Financing to expand marketing and communications

surrounding the 2020 -2021 exploration program at the Company’s Shakes peare Project in Ontario,

Canada.

Each Unit is comprised of one common share of the Company (each a “ Common Share”) and one-half

of one common share purchase warrant (each whole warrant, a “ Warrant”). Each whole Warrant is

exercisable to acquire one Common Share for a period of 24 months following the closing of the Unit

offering at an exercise price of $0.60 per Share.

The Company paid finder’s fee commissions of $9,200 cash and 18,400 finder’s warrants on the

Financing. Each finder’s warrant has a strike price of $0.50 per share and an expiry two years from the

closing.

About Graycliff Exploration Limited

Graycliff Exploration is a mineral exploration company focused on its 847 hectares of prospective

ground, located roughly 80 kilometres west of Sudbury on the prolific Canadian Shield. The Company's

Shakespeare Project consists of 39 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 release may include forward- looking information within the meaning of Cana dian 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 assurance 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 laws.