HighCliff Metals Announces Proposed Consolidation

Rhea-AI Summary

HighCliff Metals Corp (TSXV: HCM.H) (OTC: IMAHF) has announced plans to consolidate its common shares on a 4:1 basis. The consolidation will reduce the current 18,673,028 outstanding common shares to approximately 4,668,257 shares.

Under the consolidation terms, fractional shares equal to or greater than one-half will be rounded up, while those less than one-half will be cancelled without compensation. The company will maintain its trading symbol 'HCM.H' on the NEX board, and no name change is planned.

The consolidation requires approval from shareholders holding over 50% of outstanding shares as of February 28, 2025, which the company plans to obtain through written consent. The initiative aims to create a more attractive share structure for future capital financing and growth opportunities. The consolidation remains subject to Exchange approval.

Positive

• Share consolidation may improve capital raising capabilities
• Potential for enhanced growth opportunities through improved share structure

Negative

• Reduction in total outstanding shares by 75%
• Cancellation of certain fractional shares without compensation
• Requires additional regulatory and shareholder approval

News Market Reaction

+566.25%

1 alert

+566.25% News Effect

On the day this news was published, IMAHF gained 566.25%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - February 28, 2025) - HighCliff Metals Corp. (TSXV: HCM.H) (OTC: IMAHF) ("Company") announces that it intends to consolidate all 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"). The Common Shares will continue to trade on the NEX 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 board ("NEX") of the TSXV Venture Exchange (the "Exchange") 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 will need to approve the Consolidation, which the Company plans to obtain 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/242937

FAQ

What is the share consolidation ratio announced by HighCliff Metals (IMAHF)?

HighCliff Metals announced a 4:1 share consolidation ratio, meaning every 4 pre-consolidation shares will be converted into 1 post-consolidation share.

How many shares will IMAHF have after the consolidation?

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

When will HighCliff Metals (IMAHF) implement the share consolidation?

The implementation date is not specified in the announcement, as it remains subject to Exchange approval and shareholder consent as of February 28, 2025.

How will IMAHF handle fractional shares in the consolidation?

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