Grizzly Corrects Use of Proceeds on $2 Million Placement

Grizzly Discoveries Inc. (TSXV: GZD) issued a clarification on September 29, 2026 correcting the intended use of proceeds disclosed in its September 15, 2026 announcement of a non-brokered private placement of Units, FT Units and CMFT Units for gross proceeds of up to $2 million.

Grizzly Discoveries Inc. (OTCQB: GZDIF), which carries its primary listing on the TSX Venture Exchange under the symbol GZD and also trades in Frankfurt as G6H, has gone back to correct a piece of its own paperwork. The company said it is clarifying and correcting the intended use of proceeds that appeared in its September 15, 2026 news release announcing a non-brokered private placement for gross proceeds of up to $2 million if fully subscribed.

The offering itself is unchanged in size and structure: Units, flow-through Units (FT Units) and critical mineral flow-through Units (CMFT Units), sold without an investment bank acting as agent. What changed is the description of where the money goes once it lands.

The three buckets the correction draws

Under the clarified disclosure, each class of security is tied to a specific spending lane:

• Units — proceeds for general working capital and for exploration of the company's mineral properties.
• FT Units — proceeds for exploration of the company's mineral properties.
• CMFT Units — proceeds for exploration specifically targeting critical minerals, as that term is defined by the Income Tax Act (Canada).

That tiering is not cosmetic. Flow-through shares are a Canadian financing device that lets an issuer renounce qualifying exploration expenditures to the investor, who then claims the deduction on their own return. In exchange for that tax benefit, the issuer accepts a legal obligation to spend the money on eligible exploration work — and only on eligible exploration work. The critical mineral flow-through variant is narrower still, requiring the spending to be directed at minerals on the statutory critical minerals list.

Because of that, an issuer's stated use of proceeds for flow-through tranches is closer to a covenant than to a plan. A statement that suggested flow-through money might drift into general corporate purposes is the kind of wording a company fixes quickly. The corrected language now keeps working capital exclusively on the Unit side of the ledger and reserves both flow-through classes for exploration, with the CMFT tranche fenced off for critical minerals work.

What $2 million buys against 180,000 acres

Grizzly describes itself as a diversified Canadian mineral exploration company holding roughly 72,700 hectares — about 180,000 acres — of precious and base metals properties. Set against a land package that size, an offering of up to $2 million in gross proceeds is a working-season budget, not a development budget. It funds drilling, sampling and geophysics on selected targets and keeps the lights on; it does not advance a project through feasibility.

That is the ordinary rhythm for a junior explorer on the TSX Venture Exchange. Companies at this stage have no revenue, so exploration is financed by issuing equity, and each financing dilutes existing holders. The relevant question for a shareholder is not whether dilution happens but what it buys: meters drilled, assays returned, targets ranked. The corrected disclosure at least makes the answer legible, because it maps each security class to a category of spending.

The offering remains subject to acceptance by the TSX Venture Exchange, the standard conditional approval step for a venture-listed financing. The company also noted the release is not for dissemination in the United States, reflecting Canadian securities practice around private placements that are not registered for U.S. distribution. Details of the clarification were carried by INN Precious Metals.

How the OTC quote behaved

Grizzly's U.S. over-the-counter line traded actively into the session. GZDIF last changed hands at 0.05 against a previous close of 0.04, a gain of 29.77% on the day, with a day range of 0.04 to 0.05; the data feed did not specify the quoting currency. Those figures are as of the last trade at 20:00 GMT on Tuesday, September 29, 2026, with the market closed.

Percentage moves of that magnitude are routine on sub-nickel OTC tickers, where a single tick is a large fraction of the quoted price and volume can be thin. Readers should treat the move as a function of price granularity as much as a verdict on the disclosure correction.

The broad market gave no such drama. The S&P 500 tracker closed at $764.20, down 0.18% on the day from a previous close of $765.61. The Nasdaq 100 tracker finished at $737.93, up 0.19%. The Dow 30 tracker ended at $512.88, off 0.22%. A mixed, low-amplitude session in large-cap indices is the usual backdrop against which junior exploration financings are priced — the money for these deals comes from specialist resource investors and flow-through funds, not from index flows.

Why flow-through wording draws scrutiny

Critical mineral flow-through financing sits at the intersection of tax policy and mineral supply policy. Ottawa created the enhanced credit to push private exploration dollars toward minerals the state considers strategically important, and the Income Tax Act definition is what determines eligibility. An issuer that renounces expenditures improperly exposes its investors to reassessment risk and itself to penalties, which is precisely why the use-of-proceeds paragraph in a flow-through release is drafted narrowly.

For Grizzly, the practical effect of the correction is that the CMFT tranche now reads as ring-fenced. If the company raises meaningful money in that class, the follow-on question is which of its properties host targets that qualify as critical minerals under the statute — a disclosure the company has not made in this release and one investors will want before subscribing.

What to watch from here

Three checkpoints follow naturally from the announcement. First, TSX Venture Exchange acceptance, without which the placement does not close. Second, the actual split of the raise across Units, FT Units and CMFT Units — the $2 million figure is a ceiling if fully subscribed, and juniors frequently close for less or in multiple tranches. Third, the exploration program itself: which ground gets drilled, on what timetable, and whether the critical minerals component is a genuine program or a tax-efficient wrapper around conventional precious and base metals work.

None of those answers are in the current release. What the correction does establish is the spending discipline Grizzly has now committed to in writing, and that is the yardstick against which the next set of exploration announcements should be measured.

Key facts

• Offering size: Up to $2 million gross if fully subscribed, non-brokered
• GZDIF last trade: 0.05, +29.77%, as of 20:00 GMT Sept 29, 2026 (market closed)
• Listings: TSXV: GZD; OTCQB: GZDIF; FSE: G6H
• Land position: Approx. 72,700 ha (about 180,000 acres) of precious and base metals properties

Frequently asked questions

What exactly did Grizzly correct?

Grizzly Discoveries said it was clarifying and correcting the intended use of proceeds described in its September 15, 2026 news release. The corrected version assigns Unit proceeds to general working capital and exploration, FT Unit proceeds to exploration of mineral properties, and CMFT Unit proceeds to exploration specifically targeting critical minerals as defined by the Income Tax Act (Canada).

How large is the private placement?

The non-brokered private placement is for gross proceeds of up to $2 million if fully subscribed. That figure is a ceiling rather than a committed amount, and junior exploration companies frequently close such offerings for less than the maximum or in multiple tranches. The offering remains subject to acceptance by the TSX Venture Exchange.

What is a flow-through share?

A flow-through share is a Canadian financing instrument that lets a mineral exploration issuer renounce qualifying exploration expenditures to the investor, who claims the associated tax deduction. In return, the issuer is legally required to spend the money on eligible exploration work, which is why the stated use of proceeds must be worded precisely.

What makes CMFT Units different from FT Units?

CMFT Units are critical mineral flow-through units. Proceeds must be spent on exploration targeting minerals that meet the critical minerals definition in the Income Tax Act (Canada), a narrower category than general exploration. Standard FT Units can fund exploration of mineral properties more broadly, without the critical minerals restriction attached.

How did GZDIF trade around the announcement?

Grizzly's U.S. over-the-counter line, GZDIF, last traded at 0.05 against a previous close of 0.04, a gain of 29.77%, with a day range of 0.04 to 0.05, as of 20:00 GMT on September 29, 2026. The market was closed at that point. The quoting currency was not specified in the data feed.

What happens next with the offering?

The placement requires acceptance from the TSX Venture Exchange before it can close. After that, the key disclosures for investors are the actual amount raised, how it splits across Units, FT Units and CMFT Units, and the exploration program the money funds across Grizzly's roughly 72,700 hectares of properties.

Sources

• Grizzly Clarifies Private Placement Disclosure — INN Precious Metals

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