22:03:09 EDT Thu 01 Oct 2026
Enter Symbol
or Name
USA
CA



Jinhua receives CTO for failure to file 2025 results

2026-10-01 20:38 ET - News Release

Mr. Chris Thomas reports

JINHUA PROVIDES UPDATE ON ONGOING WORK TO FACILITATE TRADING REINSTATEMENT

Jinhua Capital Corp. has provided the following update on the status of the trading reinstatement of its common shares on the TSX Venture Exchange.

In conjunction with the continuing work to facilitate the reinstatement, the company is providing the following corporate update regarding its financial condition, strategic initiatives and planned activities.

Cease trade orders and suspension of trading

The company's common shares were suspended from trading on the TSX Venture Exchange following the issuance of a cease trade order by the B.C. Securities Commission on July 3, 2025, due to the company's failure to file its audited annual financial statements for the year ended Dec. 31, 2024, on or before the applicable deadline. The company has since filed such financial statements, and this CTO was revoked. The BCSC subsequently issued a further CTO on May 11, 2026, for the company's failure to file its audited annual financial statements for the year ended Dec. 31, 2025, on or before the applicable deadline.

90-day notice to transfer to NEX

The company advises that, as a Tier 2 mining issuer, it does not currently meet the continued listing requirements of the exchange with respect to:

  • Working capital;
  • Assets and operations;
  • Activity.

Accordingly, pursuant to exchange Policy 2.5, the company, upon trading reinstatement of its common shares, has been placed on a 90-day notice to transfer to the NEX board. The company has made initial filings for the property acquisition as disclosed on Feb. 9, 2026, the settlement of debt for shares as announced on Aug. 25, 2025, and the intention to complete a $1.0-million private placement, previously announced as a $950,000 placement announced on Sept. 15, 2025, subject to exchange acceptance.

Working capital deficiency and financing plan

As disclosed in the company's interim financial statements for the nine months ended Sept. 30, 2025, the company had a working capital deficiency of $786,323.

To address this deficiency, the company has previously announced a non-brokered private placement led by Research Capital Corp. for gross proceeds of up to $950,000 as announced on Sept. 15, 2025. The company is increasing the size of this placement to $1.0 -million with the same terms and the settlement of debt for shares as announced on Aug. 25, 2025. The company does not intend to proceed with the aforementioned shares-for-debt settlement at this time but may do so in the near future and will increase the previously announced non-brokered private placement to $1.0-million, with the same terms as disclosed in the news release dated Sept. 15, 2025.

The company intends to use the proceeds of the financing for:

  • General working capital purposes;
  • Advancing its mineral asset portfolio, including the Goat project (as defined below);
  • Corporate and administrative expenses.

Completion of the financing remains subject to customary conditions, including exchange acceptance.

In addition, the company continues to evaluate further financing opportunities, debt settlements and cost management initiatives.

Goat project acquisition

The potential Goat project acquisition, as announced on Feb. 9, 2026, represents a key component of the company's strategy to re-establish active operations and build a viable mineral asset base. The company intends to prioritize the completion of the transaction and availability of financing.

Completion of the transaction remains subject to customary conditions, including exchange acceptance.

Termination of Imperial copper property

The company has terminated the potential acquisition of the Imperial copper property (previously announced in the news release dated Sept. 15, 2025). This termination was effective on Feb. 9, 2026, and can confirm there were no funds advanced, nor any residual liabilities or guarantees to the issuer.

Assets, operations and activity deficiencies

The company acknowledges that it does not currently meet the exchange's requirements relating to sufficient assets, operations and activity levels.

The company intends to address these deficiencies by:

  • Completing the acquisition and advancement of the Goat project;
  • Deploying capital from the financing toward exploration and development activities;
  • Evaluating additional mineral asset acquisitions;
  • Pursuing joint venture or strategic partnership opportunities.

These initiatives are intended to re-establish the company's compliance with exchange requirements.

Write-off of unrecoverable advance

During fiscal year 2024, the company made an initial advance of $735,238 to 1458616 B.C. Ltd. (an arm's-length party) for exploration planning and implementation services in connection with the company's Indigo property mineral claims. The company subsequently lost the Indigo property mineral claims, rendering the services for which the advance was made no longer applicable to the company's then-current operations. As the company no longer held an interest in the Indigo properties and the advance could not be redirected to any other assets at that time, the company wrote off the associated $735,238 advance, effective March 31, 2024. The write-off was made on the basis that the advance was then deemed unrecoverable given the loss of the company's interest in the underlying mineral claims to which it related. The consultant has agreed to conduct exploration planning, drill program supervision and National Instrument 43-101 reporting for newly acquired assets at no further cost to the company as the company had no projects in which these services could be used. This agreement for future services or recovery with 1458616 B.C. has not been formalized.

Subsequent to this write-off, the company has entered into an agreement to acquire the Goat project and, upon exchange acceptance of the acquisition of the Goat project and reinstatement of the company, the company will then put together an exploration plan with the consultant to develop and execute an exploration plan.

As discussed above, the company had considered that the $735,238 advance was unrecoverable, as stated in its 2024 annual financial statements, but now considers the advance recoverable as the services may be used in the exploration of the Goat project.

The company continues to assess potential recovery options if the above commitment is not satisfied, including:

  • Continuing discussions with counterparties;
  • Legal review and potential recovery actions;
  • Negotiated settlements, where appropriate.

The company did not originally seek to recover this amount because it was assured by the consultant that a new program will be put in place upon reinstatement and acquisition of the Goat project is accepted so that the company believed it was not necessary to seek to recover the funds at that time.

Management will work with 1458616 B.C. to set up a work program for the Goat project upon its reinstatement for trading, as stated above, but if no suitable work program can be agreed or if the Goat project acquisition does not close, then the company will aggressively seek reimbursement of this advance. There can be no assurance that any recovery will be realized.

Planet Ventures Inc. loan

The company entered into a promissory note with Planet Ventures dated May 20, 2025, in the principal amount of $125,000, bearing simple interest at $8,333 per month. The company repaid the loan in full at maturity on Aug. 20, 2025, paying $125,000 in principal and $25,000 in accrued interest. No amounts remain outstanding. There are no loan bonus securities offered pursuant to the loan. The loan remains subject to exchange acceptance.

Related-party loans

The company also discloses that it had outstanding loans with related parties, which supported continuing operations and working capital requirements. These loans have been repaid in full with the exception of one loan from PBK Capital Corp. of $47,900 that the company had intended to settle by way of a shares-for-debt settlement as announced on Aug. 25, 2025, and subject to exchange acceptance. The company has subsequently cancelled this shares-for-debt request as it has not yet been accepted by the exchange. As at Aug. 31, 2026, the company owes an aggregate amount of $125,158.53 ($116,158.53 plus $9,000).

These loans, including the current loan to the non-arm's-length party mentioned above:

  • Were provided on terms considered reasonable by the company (unsecured, non-interest bearing and not convertible into securities of the company);
  • For the most part, have been repaid in full by cash;
  • Of which one loan was to be converted into equity, subject to exchange acceptance, and remains outstanding; it is the company's intention to repay in cash in the near future.

Further details are available in the company's financial statements and management's discussion and analysis.

Restatement

The company would like to clarify inconsistencies between prior news releases and the 2024 annual financial statements. The audit determined that a $250,050 payment to a director was a prepayment for a Jan. 1, 2024, invoice, rather than an erroneous distribution. This prepayment was for services relating to those expected to be performed by an interim chief executive officer such as assessing and arranging potential financing and new project opportunities, establishing and implementing operating, accounting and regulatory reporting plans, recruiting new hires to advance the business, and reporting to the board of directors.

The third quarter 2025 interim financial statements reported a write-off payable of $250,050 for the 2024 comparative period while the 2024 AFS reclassified the amount as an asset (due from related party). The Q3 2025 interim financial statements were incorrect and will be adjusted in the 2025 annual financial statements to reflect a consistent treatment with the 2024 annual financial statements. The balance was settled through a cash repayment.

Other corporate news

Cancellation of shares-for-debt settlement

On Aug. 25, 2025, Jinhua announced that it intended to settle an aggregate of $122,050 in outstanding debt owed to certain creditors of the company. The debt arose from consulting services provided by the creditors for the company, as well as funds loaned to the company by the creditors. As the company has not yet received the approval to exchange shares for debt, the creditors have decided to cancel their agreement to exchange their debt for shares of the company.

Outlook

Although trading of the company's common shares has not yet been reinstated, the management is continuing operations through a financing, progressing with the Goat project acquisition and focusing on the following:

  • Strengthening its balance sheet;
  • Rebuilding active operations;
  • Advancing its mineral asset portfolio;
  • Achieving compliance with regulatory listing requirements.

The company will provide further updates as material developments occur.

About Jinhua Capital Corp.

Jinhua is a mineral exploration company focused on exploring the Goat property located in the Cariboo mining region of British Columbia, approximately 139 killometres southeast of Prince George, B.C., and 44 kilometres northwest of McBride, B.C. From time to time, the company may also evaluate the acquisition of other mineral exploration assets and opportunities.

We seek Safe Harbor.

© 2026 Canjex Publishing Ltd. All rights reserved.