22:33:50 EDT Thu 01 Oct 2026
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Jinhua Capital Corp (4)
Symbol JHC
Shares Issued 6,103,919
Recent Sedar+ Documents

Jinhua receives CTO for failure to file 2025 results

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

Subject: Jinhua Capital - New Release - Immediate Dissemination Word Document

File: '\\swfile\EmailIn\20261001 164829 Attachment Jinhua_NR_ Reinstatement for trading_October 1 2026_Final.docx'

LEGAL_49707753.12

Jinhua Capital Corporation JHC:TSXV JINHUA CAPITAL CORPORATION

Suite 1500 - 1055 West Georgia Street

Vancouver, British Columbia

V6E 4N7

Jinhua Provides Update on Ongoing Work to Facilitate Trading Reinstatement

VANCOUVER, BC - October 1, 2026 - Jinhua Capital Corporation (TSX-V: JHC) (the "Company" or "Jinhua") provides the following update on the status of the trading reinstatement of its common shares on the TSX Venture Exchange (the "Exchange").

In conjunction with the ongoing 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 ("CTO") by the British Columbia Securities Commission ("BCSC") on July 3, 2025, due to the Company's failure to file its audited annual financial statements for the year ended December 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 The Company has since filed such financial statements and this CTO was revoked.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 December 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 ("CLR") 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 February 9, 2026, the settlement of debt for shares as announced on August 25, 2025 and the intention to complete a $1.0 million Private Placement, previously announced as a $950,000 placement announced on September 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 September 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 Corporation for gross proceeds of up to $950,000 (the "Financing") as announced on September 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 August 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 September 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 (the "Transaction"), as announced on February 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 funding

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 September 15, 2025). This termination was effective on February 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:

Complete the acquisition and advancement of the GOAT Project

Deploy capital from the Financing toward exploration and development activities

Evaluate additional mineral asset acquisitions

Pursue 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 arms-length party) (the "Consultant") for exploration planning and implementation services in connection with the Company's Indigo Property mineral claims (the "Indigo Properties"). 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 NI 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. Ltd. 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 re-instatement 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:

Ongoing 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 re-instatement 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. Ltd. 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 Loan

The Company entered into a promissory note with Planet Ventures Inc. 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 August 20, 2025, paying $125,000 in principal and $25,000 in accrued interest. No amounts remain outstanding. There are no loan bonuses 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 ongoing 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 August 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 August 31, 2026, the Company owes an aggregate amount of $125,158.53 ($116,158.53 + $9,000).

These loans, including the current loan to the non-arms-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.

One Loan that was to be converted into equity, subject to Exchange acceptance, remains outstanding and it is the Companies intention to repay in cash in the near future.

Further details are available in the Company's financial statements and MD&A.

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 January 1, 2024 invoice, rather than an erroneous distribution. This prepayment was for services relating to those expected to be performed by an Interim C.E.O. such as assessing and arranging potential financing and new project opportunities, establishment and implementation of operating, accounting and regulatory reporting plans, recruiting new hires to advance the business and reporting to the Board of Directors

The Q3 2025 interim financial statements reported a write-off of 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 via a cash repayment.

Other Corporate News

Cancellation of Shares for Debt Settlement

On. August 25, 2025, Jinhua Capital Corp. 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 via 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 the Company

Jinhua is a mineral exploration company focused on exploring the Goat Property located in the Cariboo Mining Region of British Columbia, approximately 139 km SE of Prince George, BC, and 44 km NW of McBride, BC.. From time to time, the Company may also evaluate the acquisition of other mineral exploration assets and opportunities.

ON BEHALF OF THE BOARD

Chris Thomas,

Interim C.E.O.,

Jinhua Capital Corp.

c: 778.988.8650

e: Chris@jinhuacapital.com

Forward-Looking Statements

This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, but not limited to, statements relating to the Company's financial performance, business development, results of operations, and those listed in filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedarplus.ca). Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.

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.

© 2026 Canjex Publishing Ltd. All rights reserved.