HighCliff Metals Announces Effective Date of Consolidation

Rhea-AI Summary

HighCliff Metals Corp (TSXV: HCM.H) (OTC: IMAHF) has announced the effective date for its share consolidation, set for April 14, 2025. The consolidation will be executed on a 4:1 ratio, where four pre-consolidation common shares will be converted into one post-consolidation share.

The company's current 18,673,028 outstanding common shares will be reduced to approximately 4,668,257 shares. The consolidation received approval from shareholders holding over 50% of outstanding shares as of February 28, 2025. The company will retain its trading symbol 'HCM.H' on the NEX board, with new CUSIP number 42984P205 and ISIN CA42984P2052.

Fractional shares will be handled by rounding up to the nearest whole number if equal to or greater than one-half, while smaller fractions will be cancelled without compensation. The consolidation aims to create a more attractive share structure for future capital financing and growth opportunities, pending Exchange approval.

Positive

• Share consolidation could improve ability to attract future capital financing
• Strong shareholder support with over 50% approval

Negative

• Cancellation of fractional shares under 1/2 without compensation
• Trading on NEX board indicates reduced tier status
• No immediate capital raising or growth plans announced

Vancouver, British Columbia--(Newsfile Corp. - April 7, 2025) - HighCliff Metals Corp. (TSXV: HCM.H) (OTC: IMAHF) ("Company") announces, further to its news release dated February 28, 2025, that the Company will complete the consolidation of its issued and outstanding common shares (the "Common Shares") on the basis of four (4) pre-Consolidation Common Shares for every one (1) post-Consolidation Common Share (the "Consolidation") effective as of April 14, 2025.

The new CUSIP number for the post-Consolidation Common Shares will be 42984P205 and the new ISIN will be CA42984P2052. The Common Shares will continue to trade on the NEX board ("NEX") of the TSXV Venture Exchange (the "Exchange") under the symbol "HCM.H," and the Company's name will not change.

There are currently 18,673,028 Common Shares issued and outstanding prior to completion of the Consolidation. Upon completion of the Consolidation, there are expected to be approximately 4,668,257 Common Shares issued and outstanding, subject to adjustment for fractional Common Shares. No fractional Common Shares will be issued as a result of the Consolidation. Fractional Common Shares equal to or greater than one-half (1/2) will be rounded up to the nearest whole number. Fractional Common Shares of less than one-half (1/2) will be cancelled without any repayment of capital or other compensation.

In accordance with the Policy of the NEX and Policy 5.8 of the Exchange, shareholders of the Company holding more than 50% of the outstanding Common Shares as at February 28, 2025 approved the Consolidation by written consent.

Management of the Company believes that the Consolidation will provide the Company with a share structure that will better attract future capital financing and enhance growth opportunities.

Completion of the Consolidation is subject to approval by the Exchange.

About the Company

The Company is a mineral exploration company listed on the Exchange. The Company currently has no current mineral properties and is seeking to identify and acquire a new mineral property.

For further information contact:

Barry Girling
778 772 9947
bgirling@highcliffmetals.com

This News Release includes certain forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: ability to complete the complete the private placement financing, acquire a new mineral property and uncertainty of access to additional capital. Accordingly, actual and further events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

NEITHER 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 NEWS RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247721

FAQ

When will HighCliff Metals (IMAHF) complete its share consolidation?

HighCliff Metals will complete its share consolidation on April 14, 2025.

What is the consolidation ratio for HighCliff Metals (IMAHF) shares?

The consolidation ratio is 4:1, meaning four pre-consolidation shares will convert to one post-consolidation share.

How many shares will IMAHF have after the consolidation?

After the consolidation, IMAHF will have approximately 4,668,257 common shares outstanding, reduced from 18,673,028 shares.

How will IMAHF handle fractional shares in the consolidation?

Fractional shares ≥ 1/2 will be rounded up to the nearest whole number; fractions < 1/2 will be cancelled without compensation.

What is the purpose of HighCliff Metals' (IMAHF) share consolidation?

The consolidation aims to create a more attractive share structure to better attract future capital financing and enhance growth opportunities.