Grafton Resources Finalizes $2.4 Million Private Placement

November 27, 2025 — Leads & Copy — Grafton Resources Inc. (CSE: GFT; OTCQB: PMSXF) has finalized its non-brokered private placement, initially announced on October 28, 2025. The offering generated gross proceeds of $2,400,000 through the issuance of 4,800,000 units priced at $0.50 each.

Each unit comprises one common share of Grafton and one-half of a common share purchase warrant. A whole warrant allows the holder to acquire one common share (a “Warrant Share”) of the company at $0.80 until November 27, 2027.

The company plans to allocate the proceeds towards covering the costs of acquiring the option for a 100% stake in the Alicahue Copper Project, located in Chile's Valparaiso Region, as well as exploration, option payments, property commitments, working capital, and general corporate expenses. More information about the Alicahue Copper Project can be found in the company’s press release from October 28, 2025.

Finder’s fees totaling $133,784 were disbursed in cash, along with the issuance of 267,568 non-transferable finder’s warrants to certain arm’s length finders. Each Finder’s Warrant enables the holder to acquire one common share (a “Finder’s Share”) of the company at $0.80 until November 27, 2027.

The private placement is still pending approval from the Canadian Securities Exchange. Securities issued in the placement are subject to a four-month hold period, which will expire on March 28, 2026, in compliance with securities regulations.

Clariden Capital Ltd., owned by J. Campbell Smyth, Grafton's Chairman and a director, participated in the offering with 345,400 units, constituting a related party transaction under Multilateral Instrument 61-101. Smyth's early warning disclosure regarding changes in ownership of the company’s securities is available in the press release.

The company was exempt from needing a formal valuation and minority shareholder approval for the related party's participation, as per sections 5.5(b) and 5.7(1)(a) of MI 61-101, because the fair market value of the insider participation did not exceed 25% of Grafton’s market capitalization, as per MI 61-101.

The board of directors unanimously approved the private placement, with Smyth abstaining from voting on resolutions pertaining to his involvement. No director expressed dissenting views or abstained in relation to the resolutions. The company did not file a material change report more than 21 days before the anticipated closing due to insider participation details being finalized shortly before closing.

These securities have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption. This press release does not constitute a sales offer or a purchase solicitation in any jurisdiction.

J. Campbell Smyth's company, Clariden Capital Ltd., acquired 345,400 Units in the Offering for $172,700. Smyth was required to file an early warning report, included in the press release, since his ownership and control of the company’s securities decreased by more than 2% since his last report.

Before the offering, Smyth held 1,560,000 common shares and 80,000 warrants, representing approximately 13.73% of the company’s outstanding shares on a non-diluted basis (and approximately 14.33% on a partially-diluted basis). Upon completion, Smyth now holds 1,905,400 common shares and 252,700 warrants, representing approximately 11.79% of the company’s outstanding shares on a non-diluted basis (and approximately 13.15% on a partially diluted basis).

Smyth has no present intention to dispose of or acquire additional company securities, but may acquire additional securities or dispose of existing holdings in the future depending on market conditions and company prospects.

An early warning report regarding the change in security holdings is available on SEDAR+ under the company profile. J. Campbell Smyth can be contacted at +61403203402 for a copy of the early warning report.

Grafton Resources Inc.’s head office is located at 1400-1050 West Pender Street Vancouver, BC V6E 3S7.

Contact: John Campbell Smyth, Chairman & Director, +61403203402

Cautionary Note: This news release contains forward-looking statements regarding the use of proceeds, the Option, acceptance from the Exchange, and the business and anticipated financial performance of the Company, subject to risks and uncertainties. Actual results may differ materially from those contemplated. The Company does not undertake to update any forward looking statements unless required by applicable laws.

Source: Grafton Resources Inc.