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Jinhua Capital Corp (2)
Symbol	JHC
Shares Issued	17,681,636
Recent Sedar+ Documents

Jinhua to roll back shares 1:2; arranges financing

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

Subject: Jinhua Capital News for immediate dissemination Word Document File: '\\swfile\EmailIn\20230801 134041 Attachment NR - Aug. 1, '23 Share Consolidation & PP.DOCX' - 2 - Jinhua Capital Corporation JHC.H:NEX JINHUA CAPITAL CORPORATION Suite 2905 - 700 West Georgia Street Vancouver, British Columbia V7Y 1C6 NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES Jinhua Capital Announces Proposed Share Consolidation & Private Placement in connection with closing of Qualifying Transaction Vancouver, B.C., August 1, 2023 - Jinhua Capital Corporation (NEX: JHC.H) (the "Company" or "Jinhua"), a capital pool company ("CPC") as defined under Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange"), 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% interest in and to the 54 mineral claims that constitute the Pluto gold and base metals property (the "Pluto Property"), located in the Dolomieu and Daubree townships of Quebec, from Musk Metals Corp. ("Musk"), pursuant to the terms of a property option agreement dated January 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 (each, a "Share") on the basis of two (2) pre-consolidation Shares for one (1) post-consolidation 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 below) 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 post-Consolidation basis (the "Offering") of 5,033,000 units of the Company (the "Units") at a price of $0.10 per Unit for gross proceeds of $503,300, with each Unit consisting of one Share and one transferable common share purchase warrant (each, a "Warrant") with each Warrant exercisable into one additional Share (each, a "Warrant Share") at a price of $0.25 per Warrant Share for a period of two (2) 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 finder's fee payable in connection with the Offering. None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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. Contact Information For further information, please contact: Jinhua Capital Corporation Negar Adam CEO, CFO, Secretary and Director T: (604) 646-6906 E: negar@cococapital.ca Disclaimer for Forward-Looking Information Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this news release include statements relating to the Consolidation, the Offering, the closing of the Qualifying Transaction, the trading symbol, and the use of proceeds. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include but are not limited to, the inability of the Company to complete the Offering as required by the Exchange; and the inability of the Company to obtain final acceptance of the Qualifying Transaction from the Exchange. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and Jinhua disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. Completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to this Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the Transaction described herein and has neither approved nor disapproved the contents of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.