Graycliff Exploration Update re Proposed Consolidation

Rhea-AI Summary

Graycliff Exploration (OTC: GRYCF) announced a proposed share consolidation on a one-for-four basis announced November 18, 2025, subject to approval by the Canadian Securities Exchange.

The Consolidation will reduce outstanding common shares from 17,609,841 to approximately 4,402,460. A new CUSIP (38940L304) and ISIN (CA38940L3048) have been obtained. No name or ticker change will occur.

No fractional post-consolidation shares will be issued: fractions less than one-half will be cancelled and fractions of at least one-half will be rounded up. Registered shareholders will receive letters of transmittal and must submit physical certificates to the transfer agent as instructed; shareholders holding through intermediaries should contact their nominee.

Positive

• Outstanding shares reduced from 17,609,841 to ~4,402,460
• New identifiers assigned: CUSIP 38940L304 and ISIN CA38940L3048

Negative

• Consolidation is subject to CSE approval
• Fractional pre-consolidation holdings may be cancelled if under one-half share

Toronto, Ontario--(Newsfile Corp. - November 26, 2025) - Graycliff Exploration Limited (CSE: GRAY) and (OTC Pink: GRYCF) (the "Company" or "Graycliff") announced on November 18, 2025 a share consolidation of its issued and outstanding common shares ("Common Shares") on a one post-consolidation Common Share for every four pre-consolidation Common Shares basis (the "Consolidation").

In relation to the Consolidation, the Company has obtained a new CUSIP (38940L304) and ISIN (CA38940L3048). There is no name change or stock symbol change in connection with the Consolidation. The Consolidation is subject to the approval of the Canadian Securities Exchange (the "CSE").

The Consolidation will reduce the number of outstanding Common Shares from 17,609,841 to approximately 4,402,460. No fractional Common Shares will be issued pursuant to the Consolidation. Any fractional share that is less than ½ of one post-consolidation Common Share will be cancelled and any fractional share that is at least ½ of one post-consolidation Common Share will be rounded up to one whole post-consolidation Common Share.

Letters of transmittal with respect to the Consolidation will be mailed to registered shareholders of the Company. All registered shareholders with physical certificates will be required to send their respective share certificates representing pre-Consolidation Common Shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Integral Transfer Services, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their Common Shares through a broker, investment dealer, bank or trust company or other intermediary should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Consolidation.

About Graycliff Exploration Limited

Graycliff Exploration is a mineral exploration company focused on its 1,468 hectares of prospective ground, located roughly 80 kilometres west of Sudbury on the prolific Canadian Shield. The Company's Shakespeare Project consists of one crown patented lease, two crown leases and 40 claims on a property associated with the historic Shakespeare Gold Mine. Graycliff to date has drilled over 12,500 metres at Shakespeare, with visible gold identified in multiple holes.

Learn more on the website: https://graycliffexploration.com/

On Behalf of the Board of Directors,
James Macintosh
President and CEO

For more information, please contact the Company at:
jm@graycliffexploration.com

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press release

This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276072

FAQ

What consolidation ratio did Graycliff Exploration (OTC: GRYCF) announce on November 18, 2025?

Graycliff announced a one post-consolidation share for every four pre-consolidation shares (one-for-four).

How many Graycliff (OTC: GRYCF) shares will be outstanding after the consolidation?

Outstanding shares will be reduced to approximately 4,402,460 from 17,609,841.

Will Graycliff Exploration change its stock symbol after the consolidation?

No, there is no name change or stock symbol change in connection with the consolidation.

What happens to fractional Graycliff (OTC: GRYCF) shares after the consolidation?

Fractions less than one-half of a post-consolidation share will be cancelled; fractions of at least one-half will be rounded up to one whole share.

Do Graycliff shareholders need to take action for the consolidation?

Registered shareholders with physical certificates must send certificates and a completed letter of transmittal to the transfer agent; shareholders held through brokers should contact their intermediary for assistance.

Has Graycliff (OTC: GRYCF) received final approval for the consolidation from the CSE?

No, the consolidation is subject to approval by the Canadian Securities Exchange and is not final until approved.