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GRAY.CN ·

Graycliff Exploration Fully funded Through to 2022 with completion of $2.4 Million Private Placement

Financings

Graycliff Exploration Fully Funded Through to 2022 with

Completion of $2.4 Million Private Placement

Not For Dissemination in the United States Of America

TORONTO, ON - April 15, 2021 - Graycliff Exploration Limited (the “Company” or “Graycliff”) (CSE: GRAY)

(OTCQB: GRYCF) (FSE: GE0) is pleased to report the completion of a non -brokered private placement

offering of 1,246,333 non flow-through units (the “NFT Unit”) at $0.75 per NFT Unit and 1,875,000 flow

through shares (“FT Share”) at a price of $0.80 per FT Share of the Company (the “Financing”) for gross

proceeds of $2,434,750.

Each NFT Unit consists of one common share which is not a “flow-through” share and one-half purchase

warrant (“NFT Warrant”). Each whole NFT Warrant will entitle the holder to purchase one additional

common share which is not a “flow-through” share at a price of $1.00 for two years from the closing.

“We are pleased to report that, with the completion of this private placement, we are now fully funded

through to 2022 and will extend our exploration drilling at Shakespeare to phase 3. Presently, we are

well into our phase 2 drilling with the completion of 11 holes and expect to start releasing assay results

later this quarter,” Stated James Macintosh, President and CEO. “We would like to welcome all of our

new investors and extend our gratitude for the support from both existing and new shareholders. We

look forward to continuing to de-risk Shakespeare.”

Graycliff intends to use the net proceeds from the Financing to continue the exploration program at the

Company’s Shakespeare Project in Ontario, Canada.

The Company paid finder’s fee commissions of $167,808 cash and issued 214,993 finder’s warrants on

the Financing. Each finder’s warrant has a strike price of $0.75 per share and an expiry two years from

the closing.

The Company also provides comment regarding the recent trading activity. Graycliff’s Management is

unaware of any material change in the Company that would account for the recent market volatility.

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 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.