Grafton Resources Announces Closing of Non-Brokered Private Placement of Units

(TheNewswire)

VANCOUVER, BRITISH COLUMBIA, November27, 2025 – TheNewswire - GRAFTON RESOURCES INC. (CSE:GFT; OTCQB: PMSXF) (“Grafton” or the “Company”) is pleased to announce that it has closed its non-brokered private placementpreviously announced on October 28, 2025 (the “ Offering ”), raisingaggregate gross proceeds of $2,400,000 via the issuance of4,800,000 units (each, a“ Unit ”) of the Company at a purchase price of $0.50 per Unit.Each Unit consists of one common share of the Company and one-half ofone common share purchase warrant (each whole warrant, a“ Warrant ”). Each Warrant entitles the holder to purchase one commonshare (a “ Warrant Share ”) of the Company at a purchase price of $0.80 per WarrantShare until November 27, 2027.

The Company intends to use the proceeds of the Offering towards: (i) costs of completing theacquisition of the option (the “ Option ”) to acquirea 100% interest in the Alicahue Copper Project, located in theValparaiso Region of Chile, (ii) exploration activities, Optionpayments, and property commitments on Alicahue, and (iii) workingcapital and general corporate purposes . Forfurther information on the Option and the Alicahue Copper Project, seethe Company’s press release dated October 28, 2025.

The Company paid aggregate finder’s fees of $133,784in cash, and issued 267,568 non-transferablefinder’s warrants (each, a “ Finder’s Warrant ”) to certain arm’slength finders. Each Finder’s Warrant will entitle the holder topurchase one common share (a “ Finder’s Share ”) of the Company at a purchase price of $0.80 perFinder’s Share until November 27, 2027. The Offering remains subjectto the acceptance of the Canadian Securities Exchange (the“ Exchange ”). The securities issued pursuant tothe Offering are subject to a four-month hold period expiring on March28, 2026 in accordance with applicable securities laws.

The participation of Clariden Capital Ltd., a companyowned by J. Campbell Smyth, Chairman and a director of the Company,in the amount of 345,400 Units in the Offering, constitutes a relatedparty transaction pursuant to Multilateral Instrument 61-101 -Protection of Minority Security Holders in Special Transactions(" MI 61-101 "). See the early warningdisclosure below for J. Campbell Smyth in respect of the change in hisownership of the outstanding securities of the Company. The Company isexempt from the requirements to obtain a formal valuation and minorityshareholder approval in connection with the participation of therelated party in the Offering in reliance on the exemptionscontained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 , respectively, as the fair market value of the insiderparticipation does not exceed 25% of the Company’s marketcapitalization as determined in accordance with MI 61-101. The Offering wasunanimously approved by the board of directors of the Company, with J.Campbell Smyth declaring and abstaining from voting on the resolutionsapproving the Offering with respect to his participation in theOffering. No materially contrary view orabstention was expressed or made by any director of the Company inrelation thereto. The Company did not file a material change reportrelated to the Offering more than 21 days before the expected closingof the Offering, as the details of the insider participation weresettled shortly prior to the closing of the Offering, and the Companywished to close the Offering on an expedited basis for sound businessreasons.

The securities described herein have not been, and willnot be, registered under the United States Securities Act of 1933, asamended (the “ U.S.Securities Act ”), or any state securitieslaws, and accordingly, may not be offered or sold within the UnitedStates except in compliance with the registration requirements of theU.S. Securities Act and applicable state securities requirements orpursuant to exemptions therefrom. This press release does notconstitute an offer to sell or a solicitation to buy any securities inany jurisdiction.

Early Warning Disclosure

J. Campbell Smyth reports that his company ClaridenCapital Ltd. purchased 345,400 Units for the aggregate purchase priceof $172,700 in the Offering, pursuant to the terms of a subscriptionagreement entered into between Clariden Capital Ltd. and the Company.Mr. Smyth has triggered the requirement to file an early warningreport and include the early warning disclosure in this news releaseas his ownership and control and direction over the securities of theCompany has decreased by more than 2% of the issued and outstandingcommon shares of the Company since his last early warningreport.

Prior to the completionof the Offering, Mr. Smyth beneficially owned, or exercised control ordirection over, 1,560,000 common shares and 80,000 warrants,representing approximately 13.73% of the issued and outstanding commonshares of the Company on a non-diluted basis(and approximately 14.33% of the issued and outstanding common shareson a partially-diluted basis including the exercise of the Mr.Smyth’s warrants). On completion of the Offering, Mr. Smythbeneficially owns, or exercises control or direction over, 1,905,400common shares and 252,700 warrants, representing approximately 11.79%of the issued and outstanding common shares of the Company on anon-diluted basis (and approximately 13.15% of the issued andoutstanding common shares on a partially-diluted basis including theexercise of the Mr. Smyth’s warrants).

Mr. Smyth has no present intention to dispose of oracquire further securities of the Company. In accordance withapplicable securities laws, Mr. Smyth may, from time-to-time, acquireadditional securities of the Company in the open market or otherwise,and reserve the right to dispose of any or all of such securities fromtime-to-time, and to engage in similar transactions with respect tosuch securities, the whole depending on market conditions, thebusiness and prospects of the Company and other relevantfactors.

An early warning report respecting this change insecurity holdings will be filed and available for viewing on SEDAR+under the profile of the Company. To obtain a copy of the earlywarning report, please contact Mr. Smyth by telephone at +61403203402.The Company’s head office is located at 1400-1050 West Pender StreetVancouver, BC V6E 3S7.

On behalf of the board of Grafton Resources Inc.

“John Campbell Smyth”

Chairman & Director

For more information, please contact the Company at+61403203402

Cautionary NoteRegarding Forward Looking Statements

This news release contains certainforward-looking statements. Generally forward-looking statements can be identified by the use ofterminology such as “anticipate”, “will”, “expect”,“may”, “continue”, “could”, “estimate”,“forecast”, “plan”, “potential” and similar expressions.Forward-looking statements contained in this press release includestatements regarding the use of proceeds; the Option; receivingacceptance from the Exchange to the completion of the Offering; andthe business and anticipated financial performance of the Company.These statements are subject to a number of risks and uncertainties.Actual results may differ materially from results contemplated by theforward-looking statements. Factors that could cause actual results todiffer materially from those in forward-looking statements include theCompany does not receive regulatory acceptance to the Offering;general economic condition; risks inherent in exploration activities;volatility and sensitivity to market prices; volatility andsensitivity to capital market fluctuations; and fluctuations in metalprices.  Accordingly the actual events may differ martially fromthose projected in the forward-looking statements. The forward-lookingstatements contained in this press release are made as of the datehereof or the dates specifically referenced in this press release,where applicable. When relying on forward-looking statements to makedecisions, investors and others should carefully consider theforegoing factors and other uncertainties and should not place unduereliance on such forward-looking statements. The Company does notundertake to update any forward looking statements, oral or written,made by itself or on its behalf, unless otherwise required pursuant toapplicable laws.

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