RCC Holdings Corp fka RCCH

[johnnyfiber]

There are a number of reasons that can be considered as to where an "Agreement in Principle" does not exist. As such, the CPC would not be required to release the initial PR. IMHO One such reason could be financing...a private placement brokered through ARCA...which involves shares being bought on the open market...pure speculation on my part.


Stage Two – Completion of a Qualifying Transaction
(a) The second stage of the CPC program is triggered when there is an Agreement in Principle to acquire the Significant Assets that form the basis of the CPC’s Qualifying Transaction. As soon as the CPC reaches an Agreement in Principle, it must issue a comprehensive news release as described in section 12.2 of this Policy.

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2.6 Guidelines for Interpretation – Agreement in Principle Does Not Exist
(a) Public Announcement of the Intended Acquisition – A public announcement of an intended acquisition is not, in and of itself, evidence that an Agreement in Principle exists if material conditions beyond the control of the Non-Arm’s Length Parties to the CPC or the Non-Arm’s Length Parties of the Qualifying Transaction have to be completed in order to effect the acquisition.
(b) Private Placement Financing – If the CPC is undertaking a best efforts financing, and such financing is a material condition of closing that is unfulfilled, the Exchange will generally consider that an Agreement in Principle has not been reached.
(c) Consideration – If the parties to a proposed acquisition have not agreed on the total consideration to be paid for the Significant Assets or have not conclusively identified the means by which the consideration for the Significant Assets will be determined, the Exchange will generally consider that an Agreement in Principle has not been reached. If a valuation opinion has not been prepared or is not complete, the reasons why the valuation opinion has not been prepared or is not complete should be evaluated. Where there are significant uncertainties underlying source data or assumptions or valuation techniques to be applied, the Exchange will generally consider that an Agreement in Principle has not been reached.
(d) Financial Statements – If financial statements relating to the Significant Assets to be acquired have not yet been prepared, primary due diligence procedures fundamental to the decision to proceed have not been completed. Accordingly, the Exchange will generally consider that an Agreement in Principle has not been reached.
(e) Due Diligence – Where significant due diligence matters remain unresolved, the Exchange will generally consider that an Agreement in Principle has not been reached.

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