Suncliff Inc (EM)【SCLF】株式ニュース

This was received from Doug Mac Donald, Letter to the Candian shareholders:

To: Canadian Suncliff Inc. Shareholders
Previously: Greenlink International Inc (Westsphere Asset Corporation/E-Debit Global Corporation)
Listed for Trading on the OTC Markets (“SCLF”)

From: Doug Mac Donald, Director, and Chairman of the Board – Canadian Shareholder

May 27, 2025

Re: Update and current status of Suncliff Inc. (SCLF)
OTC Markets Pink Sheets.
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Preamble
Before providing my overview, I want to reiterate the caution I previously issued regarding recent market activity involving Suncliff Inc. shares.
Important Note: I am not a stock trader, have never held a trading account, and have not sold a single share of Suncliff Inc. since its inception in 1998. However, I have been closely involved with the company and the market over the years, and the following comments reflect my personal perspective. Please consider this information as general commentary only; it should not be relied upon for making financial decisions regarding your holdings in Suncliff Inc. (SCLF).

To All Shareholders
Like many of you, I have found Suncliff Inc.’s progress—both administratively and operationally—to be more than disappointing. This is particularly true for shareholders with US brokerage accounts, who have supported the company for years by holding their shares, and for Canadian shareholders like me, who maintain our positions without access to Canadian brokerage accounts. As I have expressed over the past several years, I share the frustration of Canadian shareholders regarding our interests in Suncliff Inc. This is precisely why I continue to serve on the Board and as Chairman: to ensure our collective Canadian and US shareholder interests are protected while we work toward a resolution. The key question remains: Will things change, and is there any realistic chance of financial recovery after all these years?

In my previous messages, I have documented the cannabis sector’s history of volatility, unmet expectations, and financial setbacks in both Canada and the US—factors that continue to shape investor sentiment and outlook within the industry. To the credit of Jake George and his operational sales and marketing team, Suncliff started to transition its business operations towards participation in the health and wellness sector through a rebranding to “Suncliff.” This strategic shift to a non-cannabis product line—specifically, the launch of non-infused (no THC) Terpene “Gems”—resulted in dynamic sales growth in the latter part of 2023 and the first half of 2024.

Due to ongoing volatility, I have refrained from providing updates until now. While the company’s stock price remained depressed during the first half of 2024, Suncliff Inc. experienced consistent month-over-month sales growth, ultimately generating $1.35 million in revenue by year-end. Much of this success occurred in the first six months of 2024 and was driven by TikTok marketing efforts initiated in late 2023. However, the introduction of US sanctions related to Chinese control of TikTok had a significant impact—sales dropped by as much as 66% compared to the six-month average in some months. This experience underscored the risks of relying too heavily on a single marketing channel. Once the sanctions were implemented, the uncertainty surrounding TikTok and its marketing programs had a dramatic and immediate effect on Suncliff sales and financial performance.

This environment has made sustainable and predictable growth for TikTok—and for brands relying on it—far more challenging than in less politicized digital markets. As a result, Suncliff faced higher inventory levels, as goods produced during the period of rapid growth could not be converted into sales. This led to reduced cash flow, with capital tied up in unsold inventory, limiting our liquidity and financial flexibility. The lack of cash flow and loss of market access have placed Suncliff in both financial and reputational difficulty.

Notwithstanding these immediate hurdles, Suncliff is leveraging its presence within the health and wellness industry segment. While this sector is competitive, it is less susceptible to abrupt regulatory changes, offering a more stable environment for long-term sales growth. By focusing on non-cannabis, non-THC products—such as Terpene “Gems”—Suncliff reduces its exposure to the regulatory uncertainties and market fluctuations that have challenged the cannabis industry in both Canada and the US. Notably, Suncliff’s terpene products are fully regulatory approved in Canada, a milestone I personally secured by presenting Suncliff terpene “Gems” samples to Canadian Border Security in mid-2024.

This strategic shift does not mean that Suncliff has discontinued its cannabis/THC-infused or CBD products. While the cannabis sector’s troubled past in Canada and the US justifies skepticism, there are emerging signs of stabilization and growth. Any recovery will depend on continued industry maturation, regulatory clarity, and the ability of individual companies to execute effectively.
Personal Opinion - In response to the question, “Will things change, and is there any realistic chance of financial recovery after all these years?”

I am fully supportive of the direction being initiated by Jake George as President and CEO of Suncliff. Changes to administrative and financial reporting have commenced, with further improvements underway. Although progress has been gradual, it is moving forward. The current interruption in Suncliff’s 2024 annual report filing is being addressed and is expected to be resolved before the third quarter of 2025. The financials are being prepared with adjustments, including a 2024 write-down of goodwill that has been carried over for several years. This is currently under review by our financial reviewer for appropriate adjustments in the 2025 quarters.

Over the past six months, Jake and his marketing team have expanded the product line by developing legacy IP (intellectual property and branding). This includes “Groovy Chews”—infused gummies featuring Suncliff’s proprietary terpene profiles (“calm,” “creative,” “social,” and “energetic”) under the brand “Infused Nirvana” (https://infusednirvana.com/), as well as “SIPS” drink mixers. An expanded marketing plan has been developed to reduce reliance on any single marketing channel, and the company is now experiencing revenue growth.

As previously advised, I have held discussions and retained Alberta securities and corporate legal counsel to review potential options for Canadian shareholders. Specifically, I have continued to explore the possibility of consolidating Canadian shareholders within a Canadian corporation. Ongoing discussions have taken place with significant Canadian shareholders, collectively holding in excess of 500,000,000 shares, regarding this matter.

While the development of terms and conditions for a potential major Canadian consolidation is progressing, no formal proposal can be presented until the delivery of the SCLF financial statements. As long-serving Canadian shareholders, (20+ years) we are currently in a locked-out situation. I am actively reviewing all available options to regain trading access to our long-held share positions and will continue to keep you updated on our progress.

Focus on Growth and Regulatory Compliance: While continued focus remains on the growth of Suncliff Inc.’s products and brands the completion of financial filings to meet regulatory requirements is our and my primary objective. In tandem with OTC Markets filings I expect timely public market announcements (outside of social media postings) will be initiated to restore and enhance Suncliff’s market capitalization which is essential and necessary for the benefit of all shareholders. Suncliff efforts in this regard are ongoing.

I will advise you of our progress as they occur.

Original signed by
Doug Mac Donald
Canadian Suncliff Inc. shareholder and
Director and Chairman of the Board - Suncliff Inc.