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Avalon Advanced Materials Inc. (TSX: AVL,OTC:AVLNF) (OTCQB: AVLNF) ("Avalon" or the "Company") announces that it has completed, effective July 8, 2026 (the "Effective Date"), a consolidation of the common shares in the capital of the Company (the "Common Shares") outstanding on the basis of one hundred eighty (180) pre-consolidation Common Shares for every one (1) post-consolidation Common Share (the "Consolidation"). The Consolidation was previously approved by the Company's shareholders at its special meeting of shareholders held on June 29, 2026 (the "Meeting"), and the one hundred eighty (180) to one (1) consolidation ratio approved by the board of directors of the Company is within the previously disclosed range of ratios authorized by the shareholders at the Meeting. The Consolidation is intended to provide the Company with a more conventional capital structure and support its ongoing evaluation of broader capital markets opportunities, including a potential future U.S. exchange listing.
Notice of the Consolidation has been provided to the Toronto Stock Exchange ("TSX"). The Common Shares will continue to be listed on the TSX under the symbol "AVL" and the OTCQB® Venture Market ("OTCQB") under the symbol "AVLNF" except that for approximately twenty (20) trading days after the implementation of the Consolidation, the Company's symbol on the OTCQB may display as AVLNFD. The Common Shares are expected to begin trading on a post-Consolidation basis on the TSX on or about July 13, 2026. Following the Consolidation, the new CUSIP number for the Common Shares is 05337L502 and the new ISIN for the Common Shares is CA05337L5027.
As a result of the Consolidation, the 835,628,796 Common Shares that were issued and outstanding prior to the Consolidation have been reduced to approximately 4,642,382 Common Shares (disregarding the treatment of any resulting fractional Common Shares). Each shareholder's percentage ownership in the Company and proportional voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any resulting fractional Common Shares. The Company will not be issuing fractional post-Consolidation Common Shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Common Share, the number of post-Consolidation Common Shares issued to such shareholder will be rounded down to the nearest whole number of Common Shares and such shareholder will be entitled to a cash payment in lieu of the fractional interest to which the shareholder would otherwise be entitled equal to such fractional interest (which for greater certainty will be equal to the number of pre-consolidation Common Shares that would otherwise result in the fractional post-consolidation Common Share) multiplied by the closing price of the Common Shares, as reported by the TSX, on the last trading day prior to the effective date of the Consolidation. The closing price of the Common Shares on the TSX on July 7, 2026, the last trading day prior to the Consolidation, was $0.045.
Shareholders that are entitled to a cash payment of $5.00 or more will be, after submitting any physical share certificates they hold, a letter of transmittal and any other documentation required by the Exchange Agent (as defined below) to the Exchange Agent, automatically mailed a cheque by the Exchange Agent. Shareholders that are entitled to a cash payment of less than $5.00 may contact the Exchange Agent at TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, ON M5H 4H1, telephone number (416) 342-1091 or toll-free in North America at 1 (866) 600-5869 for more information on how to obtain their cash payment.
The Company's transfer agent, TSX Trust Company (the "Exchange Agent"), will act as the exchange agent for the Consolidation. In connection with the Consolidation, the Exchange Agent has sent a letter of transmittal to registered shareholders holding their Common Shares in certificated form to exchange their old share certificates for direct registration statement(s) or share certificate(s), in accordance with the instructions provided in the letter of transmittal. Registered shareholders will be able to obtain additional copies of the letter of transmittal through the Exchange Agent. Until surrendered, each certificate representing pre-Consolidation Common Shares will represent the number of whole post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. Shareholders that hold their Common Shares via physical share certificates will need to submit their share certificates, a letter of transmittal and any other documents required by the Exchange Agent to the Exchange Agent prior to the third anniversary of the Effective Date in order to receive any cash payment to which they are entitled.
Registered holders holding their Common Shares by way of a Direct Registration System Advice/Statement, and non-registered beneficial holders holding their Common Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) will not need to complete a letter of transmittal. Non-registered beneficial holders holding their Common Shares through an intermediary should note that such intermediaries may have specific procedures for processing the Consolidation. Shareholders holding their Common Shares through such an intermediary and who have any questions in this regard are encouraged to contact their intermediary.
The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.
About Avalon Advanced Materials Inc.
Avalon Advanced Materials Inc. is a Canadian critical minerals company focused on advancing lithium and rare earth elements-two of the fastest-growing segments of the global energy transition. The Company is developing strategic assets to participate in high-growth markets and support the build-out of secure North American supply chains. Avalon is advancing the Nechalacho Rare Earth Elements and Zirconium Project in the Northwest Territories, which contains all light and heavy rare earth elements, as well as yttrium, zirconium, tantalum, and niobium-critical minerals used in advanced technologies across the communications, defense, advanced technologies, and energy sectors. The Company is also focused on vertically integrating the Ontario lithium supply chain through the development of Lake Superior Lithium Inc., Ontario's first midstream lithium hydroxide processing facility, located in Thunder Bay. This facility is expected to serve as a cornerstone of North America's integrated battery materials supply chain, transforming northern Ontario lithium into essential inputs for transportation, grid storage, and advanced manufacturing.
For further information regarding Avalon Advanced Materials Inc., please visit www.avalonadvancedmaterials.com, email ir@avalonam.com, or call 416-364-4938.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "add" or "additional", "advancing", "anticipates" or "does not anticipate", "appears", "believes", "can be", "conceptual", "confidence", "continue", "convert" or "conversion", "deliver", "demonstrating", "estimates", "encouraging", "expand" or "expanding" or "expansion", "expect" or "expectations", "forecasts", "forward", "goal", "improves", "increase", "intends", "justification", "plans", "potential" or "potentially", "promise", "prospective", "prioritize", "reflects", "robust", "scheduled", "suggesting", "support", "top-tier", "updating", "upside", "will be" or "will consider", "work towards", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including those risk factors discussed or referred to in the annual information form of the Company dated November 26, 2025 (the "AIF") under the heading "Description of the Business - Risk Factors". Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304402
