RCC Holdings Corp fka RCCH

[johnnyfiber]

The maximum allowable time for a CPC to complete a Qualifying Transaction once it has released an "Agreement in Principle" is 75 days. The minimum is 7 days. It is recommended that:


The Exchange recommends that a pre-filing conference, as contemplated by Policy 2.7 – Pre-Filing Conferences, be held by a CPC particularly where the Agreement In Principle or proposed Qualifying Transaction may involve unique or unusual circumstances.

In short: all your ducks are in a row. The CPC simultaneously releases the "Agreement in Principle" and files with SEDAR.

If shareholder approval is required, additional filings are made. IMO shareholder approval will not be required as Hess kept himself at "arm's lenght" by not being appointed to RCC's board.JMHO

The exchange then approves the transaction and authorizes the release of the "Final Exchange Bulletin".

Once the "Agrement in Principle" has been released, (which is your step one) it is possible that RCCH would be 7-10 days away from the completion of the reverse merger...lol


The initial submission is presented to the Exchange’s Executive Listings Committee for consideration. If the application is conditionally accepted, the CPC will be invited to file the applicable documentation described in section 12.4of this Policy with the Exchange and mail the CPC Information Circular to the shareholders. Concurrently with mailing of the CPC Information Circular to theshareholders, the CPC must file the CPC Information Circular with the Exchange and the Commission(s) via SEDAR. If no shareholder approval is required, the CPC must file the CPC Filing Statement on SEDAR once it has obtained conditional approval from the Exchange. The CPC Filing Statement must be filed on SEDAR at least seven business days prior to the closing of the Qualifying Transaction and a news release must be issued, in accordance with section 12.4(i). Upon issuance of the news release, trading in the Listed Shares of the CPC will bebriefly halted so as to permit dissemination of the news release, in accordancewith section 7.3 of Policy 3.3 – Timely Disclosure

http://www.tmx.com/en/pdf/Policy2-4.pdf

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Phase 2 - The Qualifying Transaction
Announcing the acquisition:
Within 24 months, the CPC identifies an appropriate business as its "qualifying transaction" and issues a news release to announce that it has entered an agreement in principle to acquire the business.
The CPC prepares a draft filing statement or information circular providing prospectus-level disclosure on the business that is to be acquired.
TSX Venture reviews the disclosure document and evaluates the business to ensure it meets minimum listing requirements.
Closing the deal:
As shareholder approval is typically not required, the filing statement is posted on SEDAR for at least seven business days, after which the qualifying transaction closes and the business is acquired.
Additional components of the deal often include the following: name change and private placement coinciding with the closing of the qualifying transaction.
The .P from the ticker symbol is removed and the company now trades as a regular TSX Venture listed company.

http://www.tmx.com/en/listings/listing_with_us/ways/capital_company.html