Replies to post #57049 on RCC Holdings Corp fka RCCH

[Visibility]

The shell is already public, all IWS has to do is merge with it.

[Jim Bishop]

Sure, here you go.

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

3. Minimum Listing Requirements for CPCs

3.1 Restrictions on Business of a CPC

The only business permitted to be undertaken by a CPC is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Until the Completion of the Qualifying Transaction, a CPC must not carry on any business other than the identification and evaluation of assets or businesses with a view to a potential Qualifying Transaction.

3.2 Listing Requirements

The following minimum listing requirements must be satisfied to be listed as a CPC with the Exchange and to maintain that listing:

(a) Except to the extent specifically modified by this Policy, the CPC must comply with Policy 3.1 – Directors, Officers, Other Insiders & Personnel and Corporate Governance. Each proposed director and officer must meet the minimum suitability requirements under Policy 3.1 and the board of directors of the CPC as a whole must have the public company experience required by that Policy. In addition, each proposed director and senior officer of the CPC must be either:

(i) a resident of Canada or the United States, or
(ii) an individual who has demonstrated a positive association as a director or officer with one or more public companies that are subject to a regulatory regime comparable to that of a Canadian exchange. The CPC must provide the Exchange with evidence that such regulatory regime is comparable (in terms of registration, regulatory oversight and filing requirements).

(b) Given the nature of the CPC program, the Exchange expects management of a CPC to meet a high standard. As a result, in addition to the requirements set out in Policy 3.1 –Directors, Officers, Other Insiders & Personnel and Corporate Governance, the Exchange requires that the directors and senior officers of the CPC must collectively possess the appropriate experience, qualifications and history which demonstrates that the management of the CPC will be capable of identifying, investigating and acquiring Significant Assets. In determining the acceptability of each director and senior officer, and the board as a whole, the Exchange will review the qualifications, experience, and regulatory history of each proposed member of the board to determine their suitability as a CPC board member on both an individual basis, and in relation to the other members of the board.

(c) In determining the acceptability of the board in general, the Exchange will consider whether the members of the board collectively possess:

(i) a positive track record with junior companies; as evidenced by growth of such companies;
(ii) the ability to raise financing;
(iii) a positive corporate governance and regulatory history;
(iv) technical experience in the appropriate industry sector, where applicable;
(v) the ability to locate and develop appropriate acquisition opportunities for companies; and
(vi) positive experience as directors or senior officers with public companies in Canada or the United States, as evidenced by the growth of such companies and /or the listing of such companies on Tier 1 of the Exchange or on a senior exchange or quotation system such as the TSX, NASDAQ or NYSE.

(d) The minimum price per share at which the Seed Shares may be issued is the greater of $0.05 and 50% of the price at which the IPO Shares are sold.

(e) The minimum total amount of Seed Capital raised by the CPC through the issuance of the Seed Shares must be equal to or greater than $100,000. The amount of Seed Share Capital raised by Seed Shares issued at less than the IPO price can be no greater than $500,000. The minimum Seed Capital contribution must be contributed by directors and officers of the CPC or trusts or holding companies controlled by these directors or officers. Control can be demonstrated by ownership of 50% or more of the outstanding voting securities or in the case of a trust, beneficial interest in the trust. Seed Capital contributions made by trusts or holding companies will be pro rated on the basis of the percentage of ownership or beneficial interest held by the applicable directors or officers or immediate family members or such directors and officers. Each director and officer of the CPC or their respective trust (or holding company) must subscribe for Seed Shares for an aggregate consideration of at least $5000. Seed Share subscriptions by others will only be permitted after this initial $100,000 has been contributed.

(f) The minimum price at which the IPO Shares may be issued is $0.10. Only a single class of common shares may be issued as Seed Shares and IPO Shares.

(g) Companies cannot hold Seed Shares unless the name of each individual who directly or indirectly beneficially owns controls or directs these securities is disclosed to the Exchange. If the beneficial owner of Seed Shares is not an individual, the name of the individual or individuals beneficially owning, controlling or directing the Company or Companies that hold the Seed Shares of the CPC must be disclosed.

(h) At the time of listing and until Completion of the Qualifying Transaction, neither the CPC nor any other party on behalf of the CPC will have engaged or will engage the services of any Person to provide Investor Relations Activities, promotional or market-making services.

(i) The gross proceeds to the treasury of the CPC from its IPO must be equal to or greater than $200,000 and must not exceed $1,900,000.

(j) The maximum aggregate gross proceeds to the treasury of the CPC from the issuance of IPO Shares and all Seed Shares and shares issued pursuant to a Private Placement must not exceed $2,000,000.

(k) The CPC must have at least 1,000,000 of its issued and outstanding common shares in the Public Float upon completion of the IPO.

(l) Upon completion of the IPO, the CPC must have a minimum of 200 shareholders with each shareholder beneficially owning at least 1,000 common shares free of Resale Restrictions exclusive of any common shares held by Non-Arm’s Length Parties to the CPC.

(m) The maximum number of common shares which may be directly or indirectly purchased by any one purchaser pursuant to the IPO will be 2% of the IPO Shares.

(n) Notwithstanding section 3.2(m) above, the maximum number of common shares that may be directly or indirectly purchased pursuant to the IPO by any purchaser, together with that purchaser’s Associates and Affiliates, is 4% of the IPO Shares.

(o) Other than IPO Shares, the only additional securities that may be issued and outstanding are Seed Shares, stock options as permitted by section 7 of this Policy, the Agent’s Option, any securities issued pursuant to a Private Placement in accordance with section 10, and any securities issued pursuant to the Qualifying Transaction.

(p) The ownership of Seed Shares, IPO Shares and shares issued pursuant to a Private Placement by the Sponsor and its Associates or Affiliates and by any member of the Pro Group, must be in compliance with section 14.8 of this Policy.
3.3 Listing Documents

A Company seeking a listing as a CPC must file:
(a) with the Exchange and the Commissions:
(i) all documentation required to be filed in connection with a Prospectus under applicable Securities Law, and, in the case of the filing with the Exchange, must also include in the covering letter identification of any required waivers or exemptive relief applications from Exchange Requirements; and
(ii) a written undertaking from the CPC and each of its directors and officers addressed to the Exchange and the Commissions confirming that:

(A) they will comply in all respects with the restrictions contained in Part 8 of this Policy in connection with the expenditure of funds raised prior to Completion of the Qualifying Transaction;

(B) in the event that the Exchange delists the Listed Shares of the CPC, then within 90 days from the date of such delisting, they will, in accordance with applicable law, wind-up and liquidate the CPC’s assets and distribute its remaining assets, on a pro rata basis, to its shareholders unless, within that 90 day period, the shareholders, pursuant to a majority vote, exclusive of the votes of Non-Arm’s Length Parties to the CPC, approve another use of the remaining assets;

(C) they will provide written confirmation to the Commissions no later than 90 days from the date of delisting, that they have complied with the undertakings at (A) and (B) above; and
(b) with the Exchange, all applicable documentation required to be filed for a Listing Application under Policy 2.3 - Listing Procedures.

4. Disclosure Required in a CPC Prospectus

4.1 A CPC Prospectus must provide full, true and plain disclosure of all material facts relating to the securities offered under the CPC Prospectus. It must be prepared in accordance with applicable Securities Law, and pursuant to the CPC Prospectus Form (Form 3A). The Exchange requires all Issuers filing a CPC Prospectus to comply with applicable General Prospectus Rules and the form under the applicable General Prospectus Rules. Issuers are reminded that the CPC Prospectus Form is not a Commission form, and is intended to provide guidance to a CPC in respect of compliance with the form under the applicable General Prospectus Rules.