Grizzly Closes Private Placement Financing

Edmonton, Alberta–(Newsfile Corp. – August 15, 2023) – Grizzly Discoveries Inc. (TSXV: GZD) (FSE: G6H) (OTCQB: GZDIF) (“Grizzly” or the “Company”) is pleased to announce that, on August 15, 2023, it closed on a private placement (the “Offering”) by the issuance of 1,771,859 Units (as defined below) at a price of $0.07 per Unit and 5,312,500 FT Units (as defined below) at a price of $0.08 per FT Unit for aggregate gross proceeds of $549,030. Under the terms of the Offering, each Unit consisted of one common share of the Company (“Common Share”) and one half of one warrant (“Warrant”). Each FT Unit consisted of one Common Share issued as a flow through share for the purposes of the Income Tax Act (Canada) and one half of one FT Warrant with each whole FT Warrant issued as a flow through share for the purposes of the Income Tax Act (Canada). Each whole Warrant and FT Warrant entitles the holder to acquire one additional Common Share (that is not a flow through share) at an exercise price of $0.10 per Common Share and shall expire on the earlier of: (a) 30 days following written notice by the Issuer to the Subscriber that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.12 per Common Share for 10 consecutive trading days; and (b) August 15, 2025. The Company intends to use the proceeds from the Units for general working capital, and the proceeds from the Units and FT Units on exploration of its mineral projects in British Columbia, primarily targeting critical minerals. In particular, the proceeds from the FT Units will be used to incur flow-through critical mineral mining expenditures, as defined in the Income Tax Act.In connection with the Offering, the Company issued 400,000 Units and 400,000 Finder Warrants (non-transferrable, with the same terms and expiry date as the Warrants) to Accilent Capital Management Inc.The Common Shares and any Common Shares issued on exercise of the Warrants and Finder Warrants are subject to restrictions on trading until December 16, 2023 in accordance with the policies of the TSX Venture Exchange. Following closing of the Offering, the Company has 149,644,119 Common Shares issued and outstanding. The Offering is subject to Final Acceptance by the TSX Venture Exchange.Insiders subscribed for an aggregate of 142,857 Units, representing gross proceeds of $10,000. The purchase of such Units is considered to be a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”),but is exempted from the requirements to obtain a formal valuation and to obtain minority approval, as the purchase of securities does not exceed 25% of the Company’s market capitalization. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101.The Company did not file a material change report more than 21 days before the expected closing of the Financing because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Financing and the Company wished to close on an expedited basis for business reasons. 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 66,000 ha (approximately 165,000 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, PresidentSuite 363-9768 170 Street NWEdmonton, Alberta T5T 5L4For further information, please visit our website at www.grizzlydiscoveries.com or contact:Nancy MassicotteCorporate DevelopmentTel: 604-507-3377Email: nancy@grizzlydiscoveries.comNeither 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 informationThis 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.sedar.com. Grizzly disclaims any obligation to update or revise any forward-looking information or statements except as may be required by law.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/177408