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Jinhua to roll back shares 1:2; arranges financing

2023-08-01 16:48 ET - News Release

Ms. Negar Adam reports

JINHUA CAPITAL ANNOUNCES PROPOSED SHARE CONSOLIDATION & PRIVATE PLACEMENT IN CONNECTION WITH CLOSING OF QUALIFYING TRANSACTION

Jinhua Capital Corp. has provided the following update regarding its proposed qualifying transaction (as that term is defined in TSX Venture Exchange Policy 2.4) involving the option to acquire up to a 100-per-cent interest in and to the 54 mineral claims that constitute the Pluto gold and base metals property, located in the Dolomieu and Daubree townships of Quebec, from Musk Metals Corp., pursuant to the terms of a property option agreement dated Jan. 19, 2022, as amended on May 11, 2022, and June 27, 2023, with Musk. The transaction was previously announced by news releases dated Oct. 27, 2021, Jan. 25, 2022, May 11, 2022, May 16, 2023, and July 7, 2023. The company intends to proceed with a consolidation of its outstanding common shares on the basis of two preconsolidation shares for one postconsolidation share. The company intends to effect the consolidation immediately prior to the closing of the qualifying transaction.

Currently, a total of 17,681,363 shares are issued and outstanding, which includes 459,000 shares held in escrow. Accordingly, upon the effective date of the consolidation, a total of approximately 8,840,818 shares will be issued and outstanding, of which 229,500 shares will be held in escrow, assuming there are no other changes in the issued capital of the company and prior to the shares issued in connection with the offering (as defined as follows) and the qualifying transaction. There are currently an unlimited number of authorized shares and an unlimited number of preferred shares, in series. There will be no name change and the trading symbol will remain JHC.H until the closing of the qualifying transaction, following which the company anticipates the trading symbol will be changed to JHC.

Concurrent with the closing of the qualifying transaction, the company is conducting a non-brokered private placement offering on postconsolidation basis of 5,033,000 units of the company at a price of 10 cents per unit for gross proceeds of $503,300, with each unit consisting of one share and one transferable common share purchase warrant, with each warrant exercisable into one additional share at a price of 25 cents per warrant share for a period of two years from the closing of the offering. The proceeds from the sale of the offering are intended to be used for exploration of the Pluto property, as disclosed in the company's filing statement regarding the qualifying transaction as filed on SEDAR, and for general working capital purposes. There will be no finders' fees payable in connection with the offering.

About Jinhua Capital Corp.

Jinhua Capital is a capital pool company as defined by the policies of the exchange. The company's principal business activity is to identify and evaluate opportunities for acquisition of assets or business. The company is headquartered in Vancouver, B.C.

The closing of the qualifying transaction remains subject to the satisfaction of various conditions standard for a transaction of this nature, including, but not limited to: (i) receipt of all necessary regulatory, shareholder and third party consents, waivers and approvals, including final exchange approval; (ii) the absence of any material adverse change in the business, affairs or operations of the company or Musk, as applicable; and (iii) completion of the offering.

We seek Safe Harbor.

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