Nevada Organic Phosphate Announces Proposed Share Consolidation and Strategic Capital Markets Initiatives

Approximately US$2.5 million in cash funds the current exploration and technical evaluation phase while several drill-hole assays remain pending.

Rhea-AI Summary

Nevada Organic Phosphate (NOPFF) is considering a share consolidation of up to three existing shares for each new share, subject to approval. Shareholders will vote on December 30, 2026; regulatory approval is also required. Even with shareholder approval, the board may choose not to proceed and will determine any implementation timing.

The capitalization table shows 180,049,541 common shares falling to 60,016,514 under a 3:1 consolidation. The company believes the proposal may improve liquidity and access to capital markets. It holds approximately US$2.5 million in cash and remains funded for the current exploration and technical evaluation phase. At Murdock Mountain, several drill-hole assays remain pending, and a mineral resource has not yet been established. P&E Mining Consultants is preparing a maiden mineral resource estimate.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointApproximately US$2.5 million in cash funds the current exploration and technical evaluation phase.
• Minor point. Forward-looking: it has not happened yet and may not happen.Maiden mineral resource estimate preparation by P&E Mining Consultants is part of the planned Murdock Mountain work.

Negative

• Moderate pointProposed consolidation requires shareholder and regulatory approvals; the board may ultimately decide not to proceed.
• Minor pointSeveral drill-hole assays remain pending at Murdock Mountain, where a mineral resource has not yet been established.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, BC, Nov. 9, 2026 /PRNewswire/ -- Nevada Organic Phosphate Inc. ("NOP" or the "Company") (CSE: NOP) (OTCQB: NOPFF) (FSE: ZV8), a B.C. based leader in organic sedimentary phosphate exploration, announces that, its board of directors is considering a proposed consolidation of the Company's issued and outstanding common shares, subject to regulatory approval and the approval of shareholders. The proposed consolidation is intended to provide the Company with greater flexibility as it advances the Murdock Mountain Project through its current drill program, the receipt of pending analytical results and the preparation of a maiden mineral resource estimate by P&E Mining Consultants Inc.

Robin Dow, CEO, commented: "Management believes the Company's recent drilling program has continued to support the geological interpretation of the Upper Phosphate Zone within the Meade Peak Member across the Nevagro Permit Area. While assay results remain pending for several drill holes and a mineral resource has not yet been established, we are encouraged by the consistency observed during drilling and core logging.

We believe that the current capital structure and trading liquidity may not appropriately reflect the progress achieved by the Company or the potential significance of upcoming milestones, including the completion of the current drill program, receipt of assays and preparation of a maiden mineral resource estimate. Accordingly, management believes a share consolidation may position the Company more effectively as it advances these objectives and seeks to expand its visibility within U.S. capital markets.

The proposed consolidation is intended to improve the Company's capital structure and facilitate broader market participation."

There can be no assurance that a consolidation will result in increased liquidity, improved valuation, qualification for any particular market listing or the successful completion of a mineral resource estimate. The Company currently maintains approximately US$2.5 million in cash and remains funded to complete the current phase of exploration and technical evaluation.

In connection with the proposed consolidation the Company has filed a notice of meeting to convene a meeting of shareholders (the "Meeting"). The Meeting will take place on December 30, 2026, and copies of the meeting materials are expected to be published on or about December 9, 2026, which will be available for review under the profile of the Company on SEDAR+ (www.sedarplus.ca).

The Meeting has been convened to seek shareholder approval of a special resolution (the "Consolidation Resolution"), authorizing, if deemed advisable by the board of directors, the consolidation of the issued and outstanding common shares (the "Common Shares") of the Company on the basis of one (1) post-consolidation share for a maximum of every three (3) pre-consolidation Common Shares issued and outstanding (the "Share Consolidation").

In order to be adopted, the Consolidation Resolution must be approved by at least two thirds (66 2/3%) of the votes cast by shareholders either present in person or represented by proxy at the Meeting. If the special resolution is approved, the Board will have discretion to determine the exact timing of the Share Consolidation, including not to proceed with the Share Consolidation. The Share Consolidation also remains subject to applicable regulatory approvals.

The Board believes that the Share Consolidation may improve the marketability and liquidity of the Common Shares, improve the Company's access to capital markets and facilitate future financing opportunities. Accordingly, the Board believes that the Share Consolidation is in the best interests of the Company.

As of November 9, 2026, the Company has 180,049,541 Common Shares issued and outstanding. If completed, the Consolidation would reduce the number of issued and outstanding Common Shares to approximately 60,016,513 Common Shares (subject to rounding). No fractional Common Shares will be issued. The number of post Share Consolidation Common Shares will be rounded up to the nearest whole number. The exercise or conversion price and/or the number of Common Shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted in connection with the Share Consolidation in accordance with their respective terms.

Anticipated Post-Consolidation Capitalization Table

	Currently Outstanding	Post 3:1 Consolidation
Total issued and outstanding common shares	180,049,541	60,016,514
Total options outstanding	16,908,000	5,636,000
Warrants outstanding
Exercisable at $0.10	36,106,563	12,035,521
Exercisable at $0.30	18,026,684	6,008,895
Total warrants outstanding	54,133,247	18,044,416
Total issued and outstanding shares - Diluted	251,090,788	83,696,929

Shareholders are encouraged to review the Company's management information circular and related meeting materials, which will be mailed to shareholders and filed under the Company's profile on SEDAR+. The meeting materials will include additional information regarding the proposed Share Consolidation and the voting process.

Nevada Organic Phosphate Inc. (CSE: NOP) (OTCQB: NOPFF) (FSE: ZV8)

NOP is a junior exploration company with an organic certifiable sedimentary raw rock phosphate bed, 6.6 kilometres long, in northeast Nevada. Additional applications extend the potential strike of rock phosphate to over 30 kilometres. This is believed to be the only known large-scale organic certifiable sedimentary phosphate project in North America. It is situated close to the main highway to Montello/Elko, Nevada, and the rail head to California or the East Coast.

For More Information

Robin Dow, CEO
T: 604.355.9986
E: robin@dowgroup.ca

Neither the Canadian Securities Exchange nor its regulations services providers have reviewed or accept responsibility for the adequacy or accuracy of this release.

This news release may contain forward-looking statements and information ("FLSI") within the meaning of applicable securities laws. FLSI may include expectations, anticipations, beliefs, opinions, plans, intentions, estimates, forecasts, projections, guidance or other similar statements and information that are not historical facts. All statements which are not historical statements are considered FLSI. All FLSI is based on assumptions, which may prove inaccurate, and subject to certain risks and uncertainties, including without limitation those risks and uncertainties identified in the Company's public securities filings, which may cause actual events or results to differ materially from those indicated or implied in FLSI. A mineral resource has not been defined on the Murdock Mountain Project. Completion of a maiden mineral resource estimate remains subject to receipt and interpretation of all drilling and analytical data. There can be no assurance that ongoing exploration will result in the definition of a mineral resource or that any proposed corporate initiatives will achieve their intended objectives. Accordingly, readers should not place undue reliance or value on FLSI. Although the Company believes that the expectations reflected in any FLSI in this news release are reasonable at the present time, it can give no assurance that such FLSI will prove to be correct. Any FLSI in this news release is made as of the date hereof and the Company undertakes no obligations to publicly update or revise any FLSI, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. Any FLSI in this news release is expressly qualified in its entirety by this cautionary statement.

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SOURCE Nevada Organic Phosphate Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share consolidation is Nevada Organic Phosphate proposing?

Nevada Organic Phosphate is seeking authorization for one post-consolidation share for a maximum of every three pre-consolidation shares. The capitalization table shows 180,049,541 common shares becoming 60,016,514 under a 3:1 consolidation. No implementation date has been set, and the board may decide not to proceed.

How can Nevada Organic Phosphate shareholders vote on the proposed consolidation?

Shareholders can vote in person or by proxy at the December 30, 2026 meeting. Approval requires at least two thirds (66 2/3%) of votes cast. Meeting materials are expected on or about December 9, 2026, will be mailed to shareholders and filed on SEDAR+, and will explain the voting process.

How would Nevada Organic Phosphate's consolidation affect options and warrants?

Outstanding convertible securities would receive proportionate adjustments to exercise or conversion prices and/or issuable shares under their terms. The anticipated 3:1 capitalization table shows options declining from 16,908,000 to 5,636,000 and total warrants from 54,133,247 to 18,044,416. These are proposed post-consolidation counts, not completed changes.