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GZD.V ·

Grizzly Announces Private Placement

Financings Mergers & Acquisitions

Grizzly Announces Private Placement

Edmonton, Alberta--(Newsfile Corp. - May 13, 2026) -

Grizzly Discoveries Inc. (TSXV: GZD) (FSE:

G6H) (OTCQB: GZDIF) ("Grizzly" or the "Company")

is pleased to announce a private placement

offering of Units, FT Units, and CMFT Units for gross proceeds of up to $1.08 Million if fully subscribed.

Private Placement Offering

The Offering consists of up to 12,307,693 Units and up to 3,076,924 of any combination of Units, FT

Units and CMFT Units.

Each Unit, priced at $0.065 per Unit, shall consist of one common share of the Company ("Common

Share") and one Common Share purchase warrant entitling the warrant holder to purchase an additional

Common Share for $0.12 and expiring on the earlier of a) 30 days following written notice by the

Company to the warrant holder that the volume-weighted average trading price of the Common Shares

on the TSX Venture Exchange is at or greater than CA$0.18 per Common Share for 10 consecutive

trading days; and (b) 36 months (3 years) from the date of issuance ("Unit Warrant").

Each FT Unit, priced at $0.08 per FT Unit, shall consist of one Common Share and one half of one

Common Share purchase warrant ("FT Unit Warrant"), each of which shall be issued as a "flow through

share" for the purposes of the

Income Tax Act

(Canada).

Each whole FT Unit Warrant shall entitle the

holder to purchase an additional Common Share for $0.12 and expiring on the earlier of a) 30 days

following written notice by the Company to the warrant holder that the volume-weighted average trading

price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.18 per Common

Share for 10 consecutive trading days; and (b) 36 months (3 years) from the date of issuance.

Each CMFT Unit, priced at $0.09 per CMFT Unit, shall consist of one Common Share and one half of

one Common Share purchase warrant ("CMFT Unit Warrant"), each of which shall be issued as a "flow

through share" for the purposes of the

Income Tax Act

(Canada).

Each whole CMFT Unit Warrant shall

entitle the holder to purchase an additional Common Share for $0.12 and expiring on the earlier of a) 30

days following written notice by the Company to the warrant holder that the volume-weighted average

trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.18 per

Common Share for 10 consecutive trading days; and (b) 36 months (3 years) from the date of issuance.

The Offering is being offered to qualified subscribers in the Provinces of Alberta, British Columbia and

Ontario and in other jurisdictions as the Company may in its discretion determine, in reliance upon

exemptions from the registration and prospectus requirements of applicable securities legislation.

The Company intends to use the proceeds of the sales of the Units for general working capital, mineral

rights acquisition, any proceeds from the FT Units for exploration of the Company's mineral properties,

and any proceeds from the CMFT Units for the exploration of the Company's mineral properties

specifically targeting critical minerals (as defined by the

Income Tax Act

(Canada)).

The maximum

gross proceeds of the Offering range from $1,000,000 to $1,076,923 depending on the combination of

unit types sold.

There is no minimum to the Offering.

In connection with the Offering, the Company may pay finders fees payable in any combination of cash,

and Warrants to registered broker dealers, limited market dealers or arm's length persons in

accordance with the policies of the TSX Venture Exchange (the "Exchange") and applicable securities

legislation and regulations.

The Common Shares and any Common Shares issued on exercise of the

Warrants are subject to restrictions on trading until four months and one day from the date of issuance in

accordance with the policies of the Exchange.

The Offering is subject to acceptance of the TSX Venture Exchange.

ABOUT GRIZZLY DISCOVERIES INC.

Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture

Exchange focused on developing its approximately 72,700 ha (approximately 180,000 acres) of

precious and base metals properties in southeastern British Columbia.

Grizzly is run by a highly

experienced junior resource sector management team, who have a track record of advancing

exploration projects from early exploration stage through to feasibility stage.

On behalf of the Board,

GRIZZLY DISCOVERIES INC.

Brian Testo, CEO, President

Suite 363-9768 170 Street NW

Edmonton, Alberta T5T 5L4

For further information, please visit our website at

www.grizzlydiscoveries.com

or contact:

Nancy Massicotte

Corporate Development

Tel: 604-315-1455

Email:

[email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

Caution concerning forward-looking information

This press release contains "forward-looking information" and "forward-looking statements" within the

meaning of applicable securities laws. This information and statements address future activities,

events, plans, developments and projections. All statements, other than statements of historical fact,

constitute forward-looking statements or forward-looking information. Such forward-looking information

and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan,"

"expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates,

opinions and analysis made by management of Grizzly in light of its experience, current conditions,

expectations of future developments and other factors which it believes to be reasonable and relevant.

Forward-looking information and statements involve known and unknown risks and uncertainties that

may cause Grizzly's actual results, performance and achievements to differ materially from those

expressed or implied by the forward-looking information and statements and accordingly, undue

reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the

availability of financing; fluctuations in commodity prices; changes to and compliance with applicable

laws and regulations, including environmental laws and obtaining requisite permits; political,

economic and other risks; as well as other risks and uncertainties which are more fully described in

our annual and quarterly Management's Discussion and Analysis and in other filings made by us with

Canadian securities regulatory authorities and available at

www.sedarplus.ca

. Grizzly disclaims any

obligation to update or revise any forward-looking information or statements except as may be

required by law.

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/297236