Mr. Robin Dow reports
NEVADA ORGANIC PHOSPHATE ANNOUNCES PROPOSED SHARE CONSOLIDATION AND STRATEGIC CAPITAL MARKETS INITIATIVES
Nevada Organic Phosphate Inc.'s 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, chief executive officer, 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 $2.5-million (U.S.) in cash and remains financed 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 will take place on Dec. 30, 2026, and copies of the meeting materials are expected to be published on or about Dec. 9, 2026, which will be available for review under the profile of the company on SEDAR+.
The meeting has been convened to seek shareholder approval of a special resolution, authorizing, if deemed advisable by the board of directors, the consolidation of the issued and outstanding common shares of the company on the basis of one postconsolidation share for a maximum of every three preconsolidation common shares issued and outstanding.
In order to be adopted, the consolidation resolution must be approved by at least two-thirds (66-2/3rds per cent) 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 Nov. 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 postconsolidation 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.
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.
About Nevada Organic Phosphate Inc.
Nevada Organic Phosphate is a junior exploration company with an organic certifiable sedimentary raw rock phosphate bed, 6.6 kilometres long, in northeastern 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, Nev., and the railhead to California or the East Coast.
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