TORONTO, ONTARIO, CANADA, October 26, 2026 - Cizzle Brands Corporation (Cboe Canada: CZZL;OTCQB: CZZLF; Frankfurt: 8YF) ("CizzleBrands" or the "Company"),the vertically integrated sports nutrition company that is elevating the gamein health and wellness, today announced a milestone in its capital marketsexpansion strategy: its board of directors has approved a share consolidationaimed at fulfilling a key requirement for a proposed listing of the Company’scommon shares (the "Common Shares") on a U.S. nationalsecurities exchange (the "U.S.Listing").
Positioned for Tier-One U.S. CapitalMarkets
To optimize the Company’s capitalstructure and satisfy U.S. national securities exchange minimum share pricecriteria, the Company’s issued and outstanding Common Shares will consolidateon a 1-for-25 basis (the "Consolidation").
Subject tofinal regulatory approval from Cboe Canada Inc. ("Cboe"), theConsolidation is scheduled to take effect on October 29, 2026 (the "EffectiveDate"). Post-Consolidation Common Shares are expected to commencetrading on Cboe at market open on or about October 29, 2026, maintaining theexisting ticker symbol "CZZL". No fractional Common Shares will beissued in connection with the Consolidation. Any fractional interest resultingfrom the Consolidation will be rounded down to the nearest whole Common Share.The exercise or conversion price and the number of Common Shares issuable underany of the Company's outstanding convertible securities will be proportionatelyadjusted in connection with the Consolidation.
Registeredshareholders holding their Common Shares in book-entry or direct registrationsystem form will have their pre-Consolidation Common Shares automaticallyexchanged for post-Consolidation Common Shares on the Effective Date and willnot be required to take any action. Registered shareholders holding physicalshare certificates will receive separate instructions from Odyssey TrustCompany, the Company's transfer agent, regarding the exchange of their CommonShares. No action is required by beneficial holders to receivepost-Consolidation Common Shares in connection with the Consolidation.Beneficial holders who hold their Common Shares through an intermediary and whohave questions regarding how the Consolidation will be processed should contacttheir intermediary.
Executive Leadership Commentary
"Preparingfor a U.S. national securities exchange listing represents a pivotaltransformation for Cizzle Brands," stated John Celenza, Cizzle Brands CEO."Our core business fundamentals and operational expansion are acceleratingrapidly. By aligning our share structure with U.S. exchange standards, we aretaking the necessary steps to increase U.S. market liquidity, attractinstitutional capital, and build long-term, sustainable equity value for ourshareholders."
CizzleBrands Corporation is a vertically integrated sports nutrition company that iselevating the game in health and wellness. Through extensive collaboration andtesting with leading athletes and trainers across several sports, Cizzle Brandshas launched three game-changing brands: (i) CWENCH Hydration™, abetter-for-you sports drink that is now carried in over 6,900 locations inCanada, the United States, and Europe; (ii) Spoken™ Nutrition, a premium brandof athlete-grade nutraceuticals that carry the prestigious NSF Certified forSport® qualification; and (iii) HappiEats™, upgrading everyday eats withhigh-performance foods such as Sport Pasta™ and SnakStars™ Sport Bites. It alsoowns and operates The CWENCH Hydration Factory, a manufacturing facility thatproduces CWENCH Hydration and other leading beverage brands in Tetra Pakpackaging. All Cizzle Brands products are designed to help people of all agesachieve their best in competitive sports and in living a healthy, vibrant,active lifestyle.
This press release contains"forward-looking statements" that are subject to substantial risksand uncertainties. All statements, other than statements of historical fact,contained in this press release are forward-looking statements. Forward-lookingstatements contained in this press release may be identified by the use ofwords such as "anticipate," "believe,""contemplate," "could," "estimate,""expect," "intend," "seek," "may,""might," "plan," "potential,""predict," "project," "target," "aim,""should," "will," "would," or the negative ofthese words or other similar expressions, although not all forward-lookingstatements contain these words. Forward-looking statements are based on theCompany's current expectations and are subject to inherent uncertainties,risks, and assumptions that are difficult to predict, including the risk thatfinal approval of the U.S. Listing is not obtained from the applicable U.S.national securities exchange. Further, certain forward-looking statements, suchas those are based on assumptions as to future events that may not prove to beaccurate. These and other risks and uncertainties are described more fullyunder the heading "Risk Factors and Uncertainties" in the Company'smost recent Management's Discussion and Analysis, under the heading "RiskFactors" in the Company's most recent Annual Information Form, and under"Risk Factors and Uncertainties" in the Company's other filings withthe Canadian securities regulatory authorities, all of which are availableunder the Company's profile on SEDAR+ at www.sedarplus.ca. Forward-lookingstatements contained in this announcement are made as of this date, and CizzleBrands Corporation undertakes no duty to update such information except asrequired under applicable law.
Neither Cboenor its Regulation Services Provider (as that term is defined in the policiesof Cboe) accepts responsibility for the adequacy or accuracy of this release.
For more information about Cizzle Brands,please visit: https://www.cizzlebrands.com/
For more information about CWENCHHydration™, please visit:
https://www.cwenchhydration.com
For more information about Spoken™Nutrition, please visit: https://www.spokennutrition.com
For moreinformation about HappiEats™, please visit: https://www.myhappieats.com
On behalf ofthe Board of Directors of the Company,
"JohnCelenza"
John Celenza, Founder, Chairman, and Chief Executive Officer
SettiCoscarella
Head ofCorporate Development
investors@cizzlebrands.com
1-844-588-2088
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