TORONTO, ON / ACCESSWIRE / September 27, 2022 / JM Capital II Corp. (TSX VENTURE:JCI.H) ("JM Capital" or the "Company"), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSXV"), announces that the previously announced letter of intent dated February 8, 2018 between the Company and 1135809 B.C. Ltd. (the "LOI") to acquire the Screech Mining Project has been terminated in accordance with the terms of the LOI and the proposed qualifying transaction will not proceed (see the Company's press release of February 26, 2018). The Company provided a non-refundable deposit of $25,000 on October 11, 2017 in connection with the LOI. The $25,000 non-refundable deposit was recorded in the Company's audited December 31, 2017, financial statements, as "expenses relating to identification of qualifying transaction".
JM Capital will continue to advance other acquisition opportunities with a view to completing a Qualifying Transaction in accordance with the policies of the TSXV.
Trading of the JM Capital's common shares was initially halted on October 5, 2016, pending the announcement of the LOI. The common shares will resume trading once the TSXV has completed its resumption review.
Adoption of New CPC Policy
In addition, the Company intends to seek disinterested shareholder approval to approve and adopt a resolution to amend the escrow release conditions and certain other provisions of the Company's CPC escrow agreement (the "CPC Escrow Agreement") (the "CPC Escrow Amendments").
The Company intends to seek disinterested shareholder approval for the CPC Escrow Amendments at the Company's upcoming Annual General and Special Meeting of the Shareholders, scheduled to be held on November 29, 2022 (the "Meeting").
CPC Escrow Amendments
Under the provisions of TSXV's Policy 2.4 - Capital Pool Companies (the "Former CPC Policy") in effect prior to the adoption of recent changes by the TSXV to its Policy 2.4 - Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy"), securities subject to a CPC escrow agreement were subject to a 36-month escrow period following completion of a qualifying transaction. Under the New CPC Policy, this escrow period has been reduced to an 18-month escrow period.
To be approved, the CPC Escrow Amendments will require disinterested shareholder approval, with the votes attached to any common shares held by shareholders that are parties to the CPC Escrow Agreement, as well as their associates and affiliates, being excluded.
Other Changes Not Requiring Shareholder Approval
Under the New CPC Policy, the Company is permitted to adopt other transition provisions without obtaining shareholder approval. As a result, the Company intends to adopt the changes under the New CPC Policy that do not require shareholder approval, including, but not limited to:
(a) increasing the maximum aggregate gross proceeds to the treasury that the Company can raise from the issuance of common shares under the Company's initial public offering, Seed Shares and private placements to the new maximum of $10,000,000, rather than $5,000,000 which was previously the limit for a CPC that had not completed its qualifying transaction;
(b) removing the restriction which provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Company and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining shareholder approval for a proposed qualifying transaction, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted; and
(c) removing the restriction on the Company issuing new agent's options in connection with a private placement.
The proposed amendments remain subject to the final approval of the TSXV.
Board Changes
On November 23, 2018, Gregory Harris resigned as a director of the Company and Robert Barlow was appointed as a director of the Company.
For further information, contact:
JM Capital II Corp.
Jay Freeman, President
Phone: 416.972.9993
Email: jay@jjrcapital.com
SOURCE: JM Capital II Corp.
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