REOCITO CAPITAL INC. ANNOUNCES FILING OF TSXV LISTING APPLICATION FOR PROPOSED REVERSE TAKEOVER BY PENINSULA CAPITAL
TORONTO, ONTARIO, CANADA, October 29, 2026 /EINPresswire.com/ -- Reocito Capital Inc. (“Reocito” or the “Company”) is pleased to announce that, in connection with its previously disclosed business combination with Peninsula Capital Corp. (to be renamed Rent X Residential Inc.) (“Peninsula”), Reocito has filed its listing application dated October 29, 2026 (the “Listing Application”) with the TSX Venture Exchange (the “TSXV”) in respect of the proposed listing of the Resulting Issuer Shares (as defined below). Upon completion of the Transaction (as defined below), Reocito is expected to change its name to “Rent X Residential Corp.” (the “Resulting Issuer”). The Resulting Issuer is expected to be listed on the TSXV as a Tier 2 Issuer. The trading symbol “RNTX” has been reserved for the Resulting Issuer Shares.
THE TRANSACTION
As previously announced on February 10, 2025, Reocito and Peninsula entered into a business combination agreement dated February 6, 2025, as amended on January 16, 2026, March 26, 2026 and July 16, 2026 (collectively, the “Business Combination Agreement”), pursuant to which Reocito will acquire all of the issued and outstanding Class “A” common shares of Peninsula (the “RentX Shares”) by way of a “three-cornered amalgamation” among Reocito, Peninsula and a wholly-owned subsidiary of Reocito incorporated for the purposes of completing the Transaction (“Newco”), which will result in a reverse takeover of Reocito by the shareholders of Peninsula (the “Transaction”).
In accordance with the terms of the Business Combination Agreement, it is expected that, among other things:
• Reocito will amend its articles to, among other matters, rename the Class A shares in the capital of Reocito (the “Reocito Shares”) as “common shares” and eliminate its Class B preferred shares and Class C preferred shares;
• Reocito will complete a consolidation of the Reocito Shares on the basis of one (1) post-consolidation Reocito Share for every 260.5972817 pre-consolidation Reocito Shares (the “Consolidation”);
• Reocito will continue from the Canada Business Corporations Act to the Ontario Business Corporations Act (the “OBCA”);
• Newco and Peninsula will amalgamate pursuant to the OBCA (the “Amalgamation”), and the resulting amalgamated entity will become a wholly-owned subsidiary of the Resulting Issuer;
• each RentX Share issued and outstanding immediately prior to the effective time of the Amalgamation (other than RentX Shares held by dissenting shareholders) will be exchanged for one common share of the Resulting Issuer (each, a “Resulting Issuer Share”); and
• Reocito shall cause the current directors and officers of Reocito to resign and be replaced by the individuals described below.
Completion of the Transaction is expected towards the end of November 2026, but remains subject to compliance with the terms and conditions of the Business Combination Agreement. The Business Combination Agreement provides for an outside date of November 30, 2026, subject to extension by mutual agreement of Reocito and Peninsula. The terms of the Business Combination Agreement were the result of arm’s length negotiation, and the Transaction constitutes an “Arm’s Length Transaction” (as such term is defined in the policies of the TSXV). On October 23, 2026, the Company received conditional approval of the TSXV. Final acceptance is subject to completion of the Transaction and receipt by the TSXV of customary closing materials.
Prior to closing the Transaction, Peninsula expects to complete a non-brokered private placement of 62,250 RentX Shares at a price of $2.00 per RentX Share (the “Private Placement”). Completion of the Private Placement is a condition of the TSXV’s conditional approval.
At its annual and special meeting of shareholders held on December 9, 2025, the shareholders of Reocito approved the Consolidation, the change of Reocito’s name, the new equity compensation plan and the new by-laws, and conditionally elected the board of directors of the Resulting Issuer. Peninsula will hold a special meeting of its shareholders to approve the Amalgamation prior to the closing of the Transaction.
Following completion of the Transaction, it is expected that there will be approximately 73,224,301 Resulting Issuer Shares issued and outstanding, on an undiluted basis, of which: 72,810,508 Resulting Issuer Shares, representing approximately 99.43% of the issued and outstanding Resulting Issuer Shares, will be held by current shareholders of Peninsula (including 12,297,082 Resulting Issuer Shares expected to be issued upon the conversion or automatic exercise of certain outstanding special warrants, warrants, convertible debentures and convertible promissory notes of Peninsula on closing of the Transaction), 413,793 Resulting Issuer Shares, representing approximately 0.57% of the issued and outstanding Resulting Issuer Shares, will be held by current shareholders of Reocito.
For further information on the Transaction, please see the Business Combination Agreement and Reocito’s news release dated February 10, 2025, both of which are available under Reocito’s SEDAR+ profile at www.sedarplus.ca. The Listing Application contains additional details regarding the Transaction, Reocito, Peninsula and the Resulting Issuer, and will be available under Reocito’s SEDAR+ profile at www.sedarplus.ca. Readers are encouraged to review the Listing Application in its entirety, including the risk factors described under the heading “Risk Factors” therein.
MANAGEMENT, BOARD OF DIRECTORS AND INSIDERS
Upon completion of the Transaction, the management and board of directors of the Resulting Issuer will be reconstituted. The management team is anticipated to be led by Michael Appelton as Chief Executive Officer and Chairman, and is expected to include Jason Gorel as Chief Financial Officer and Mark Hansen as Senior Vice President, Asset Management and Corporate Secretary. Michael Appelton, Michael Newman, Gino Cozza and Frank Rosso are expected to comprise the board of directors of the Resulting Issuer.
Following completion of the Transaction, it is anticipated that Michael Appelton and The K2 Principal Fund L.P. will each own or exercise control or direction over more than 10% of the issued and outstanding Resulting Issuer Shares, being approximately 13,000,000 Resulting Issuer Shares (17.75%) and 12,238,879 Resulting Issuer Shares (16.71%), respectively, on an undiluted basis, and thus will each be considered an “Insider” (as such term is defined in the policies of the TSXV) of the Resulting Issuer.
ABOUT PENINSULA CAPITAL CORP.
Peninsula Capital Corp. is one of the largest owners of Single Family Rental Housing in the Buffalo and Rochester, New York markets as well as Cleveland, Ohio and is dedicated to providing safe, secure, clean and affordable housing to its tenants. Peninsula was formed to provide a differentiated investment opportunity by investing in a portfolio of single-family residential properties that offer high rental cash flow with cap rates typically exceeding 10% at acquisition, while allowing investors to participate in the increasing value upside. Assets are acquired well below replacement cost, and once renovated and stabilized, values typically exceed deployed capital. Peninsula currently owns 1,643 single-family rental residential properties comprising 2,214 units, largely located in Buffalo and Rochester, New York, Cleveland and Columbus, Ohio, Kansas City and St. Louis, Missouri and Indianapolis, Indiana.
ABOUT REOCITO CAPITAL INC.
The Company is a financial services company with no current activities or operations. The Company has ceased to carry on an active business and is presently engaged in identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
On behalf of the Board of Directors
Greg Wilson
Chief Executive Officer and Director
Email: gwilson144@gmail.com
Cautionary Statements
Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and approval of the Amalgamation by the shareholders of Peninsula. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Listing Application, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
All information provided in this news release relating to Peninsula has been provided by management of Peninsula and has not been independently verified by management of Reocito.
Certain information in this news release constitutes forward-looking statements or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this news release. Forward-looking statements are often, but not always, identified by terms such as “may”, “should”, “anticipate”, “expect”, “is expected to”, “estimates”, “potential”, “believe”, “intend”, “plans” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements concerning: the listing of the Resulting Issuer Shares on the TSXV as a Tier 2 Issuer, including the anticipated trading symbol; the completion of the Transaction and the structure and terms thereof; the completion of the Private Placement; the completion of the Consolidation, the name change, the amendment of Reocito’s articles, the continuance of Reocito under the OBCA and the Amalgamation; the approval of the Amalgamation by the shareholders of Peninsula; the adoption of the new equity compensation plan and new by-laws; the conversion or exercise of the outstanding convertible securities of Peninsula; the anticipated share capital of the Resulting Issuer; the composition of the Resulting Issuer’s management team and board of directors and the anticipated Insiders of the Resulting Issuer; receipt of final acceptance of the TSXV; and the business, operations, growth plans and acquisition strategy of Peninsula and the Resulting Issuer following completion of the Transaction.
Forward-looking statements are based on the current beliefs of management of Reocito and Peninsula, as well as assumptions made by, and information currently available to, Reocito and Peninsula, including: that the Transaction will be completed on the terms described herein and within the anticipated timeframe; all applicable shareholder, regulatory and TSXV approvals for the Transaction and the listing of the Resulting Issuer Shares will be received, including the final acceptance of the TSXV; the Consolidation, the Name Change and the Amalgamation will be completed; the outstanding convertible debentures and convertible promissory notes of Peninsula will be converted or repaid; the operations of the Resulting Issuer will be successful; the legislative and regulatory environments of the jurisdictions where the Resulting Issuer will carry on business; conditions in financial markets and the economy generally; and the ability of the Resulting Issuer to obtain additional financing on satisfactory terms or at all. While Reocito considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements, including, without limitation: the risk that the Transaction will not be completed in accordance with the Business Combination Agreement or at all; the risk that required shareholder, TSXV or other regulatory approvals will not be obtained in a timely manner or at all; the risk that the Resulting Issuer will not meet the listing requirements of the TSXV or that an active and liquid market for the Resulting Issuer Shares will not develop; failure to realize the anticipated benefits of the Transaction; failure of the Resulting Issuer to operate and grow Peninsula’s business effectively; conditions in the United States residential real estate markets and general economic conditions; indebtedness and rising interest rates; the availability of financial resources to fund the Resulting Issuer’s expenditures; changes in applicable legislation and regulatory requirements; competition; currency fluctuations; stock market volatility and market valuations; and uncertainty in global financial markets. Readers are cautioned that the foregoing list is not exhaustive, and additional information regarding risk factors that may affect Reocito, Peninsula, the Resulting Issuer and the Transaction can be found under the heading “Risk Factors” in the Listing Application. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect expectations as of the date hereof, and thus are subject to change thereafter. Except as required by applicable securities laws, neither Reocito nor Peninsula assumes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This news release has been approved by the board of directors of Reocito.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction nor accepts responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act”)). The securities described herein have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
THE TRANSACTION
As previously announced on February 10, 2025, Reocito and Peninsula entered into a business combination agreement dated February 6, 2025, as amended on January 16, 2026, March 26, 2026 and July 16, 2026 (collectively, the “Business Combination Agreement”), pursuant to which Reocito will acquire all of the issued and outstanding Class “A” common shares of Peninsula (the “RentX Shares”) by way of a “three-cornered amalgamation” among Reocito, Peninsula and a wholly-owned subsidiary of Reocito incorporated for the purposes of completing the Transaction (“Newco”), which will result in a reverse takeover of Reocito by the shareholders of Peninsula (the “Transaction”).
In accordance with the terms of the Business Combination Agreement, it is expected that, among other things:
• Reocito will amend its articles to, among other matters, rename the Class A shares in the capital of Reocito (the “Reocito Shares”) as “common shares” and eliminate its Class B preferred shares and Class C preferred shares;
• Reocito will complete a consolidation of the Reocito Shares on the basis of one (1) post-consolidation Reocito Share for every 260.5972817 pre-consolidation Reocito Shares (the “Consolidation”);
• Reocito will continue from the Canada Business Corporations Act to the Ontario Business Corporations Act (the “OBCA”);
• Newco and Peninsula will amalgamate pursuant to the OBCA (the “Amalgamation”), and the resulting amalgamated entity will become a wholly-owned subsidiary of the Resulting Issuer;
• each RentX Share issued and outstanding immediately prior to the effective time of the Amalgamation (other than RentX Shares held by dissenting shareholders) will be exchanged for one common share of the Resulting Issuer (each, a “Resulting Issuer Share”); and
• Reocito shall cause the current directors and officers of Reocito to resign and be replaced by the individuals described below.
Completion of the Transaction is expected towards the end of November 2026, but remains subject to compliance with the terms and conditions of the Business Combination Agreement. The Business Combination Agreement provides for an outside date of November 30, 2026, subject to extension by mutual agreement of Reocito and Peninsula. The terms of the Business Combination Agreement were the result of arm’s length negotiation, and the Transaction constitutes an “Arm’s Length Transaction” (as such term is defined in the policies of the TSXV). On October 23, 2026, the Company received conditional approval of the TSXV. Final acceptance is subject to completion of the Transaction and receipt by the TSXV of customary closing materials.
Prior to closing the Transaction, Peninsula expects to complete a non-brokered private placement of 62,250 RentX Shares at a price of $2.00 per RentX Share (the “Private Placement”). Completion of the Private Placement is a condition of the TSXV’s conditional approval.
At its annual and special meeting of shareholders held on December 9, 2025, the shareholders of Reocito approved the Consolidation, the change of Reocito’s name, the new equity compensation plan and the new by-laws, and conditionally elected the board of directors of the Resulting Issuer. Peninsula will hold a special meeting of its shareholders to approve the Amalgamation prior to the closing of the Transaction.
Following completion of the Transaction, it is expected that there will be approximately 73,224,301 Resulting Issuer Shares issued and outstanding, on an undiluted basis, of which: 72,810,508 Resulting Issuer Shares, representing approximately 99.43% of the issued and outstanding Resulting Issuer Shares, will be held by current shareholders of Peninsula (including 12,297,082 Resulting Issuer Shares expected to be issued upon the conversion or automatic exercise of certain outstanding special warrants, warrants, convertible debentures and convertible promissory notes of Peninsula on closing of the Transaction), 413,793 Resulting Issuer Shares, representing approximately 0.57% of the issued and outstanding Resulting Issuer Shares, will be held by current shareholders of Reocito.
For further information on the Transaction, please see the Business Combination Agreement and Reocito’s news release dated February 10, 2025, both of which are available under Reocito’s SEDAR+ profile at www.sedarplus.ca. The Listing Application contains additional details regarding the Transaction, Reocito, Peninsula and the Resulting Issuer, and will be available under Reocito’s SEDAR+ profile at www.sedarplus.ca. Readers are encouraged to review the Listing Application in its entirety, including the risk factors described under the heading “Risk Factors” therein.
MANAGEMENT, BOARD OF DIRECTORS AND INSIDERS
Upon completion of the Transaction, the management and board of directors of the Resulting Issuer will be reconstituted. The management team is anticipated to be led by Michael Appelton as Chief Executive Officer and Chairman, and is expected to include Jason Gorel as Chief Financial Officer and Mark Hansen as Senior Vice President, Asset Management and Corporate Secretary. Michael Appelton, Michael Newman, Gino Cozza and Frank Rosso are expected to comprise the board of directors of the Resulting Issuer.
Following completion of the Transaction, it is anticipated that Michael Appelton and The K2 Principal Fund L.P. will each own or exercise control or direction over more than 10% of the issued and outstanding Resulting Issuer Shares, being approximately 13,000,000 Resulting Issuer Shares (17.75%) and 12,238,879 Resulting Issuer Shares (16.71%), respectively, on an undiluted basis, and thus will each be considered an “Insider” (as such term is defined in the policies of the TSXV) of the Resulting Issuer.
ABOUT PENINSULA CAPITAL CORP.
Peninsula Capital Corp. is one of the largest owners of Single Family Rental Housing in the Buffalo and Rochester, New York markets as well as Cleveland, Ohio and is dedicated to providing safe, secure, clean and affordable housing to its tenants. Peninsula was formed to provide a differentiated investment opportunity by investing in a portfolio of single-family residential properties that offer high rental cash flow with cap rates typically exceeding 10% at acquisition, while allowing investors to participate in the increasing value upside. Assets are acquired well below replacement cost, and once renovated and stabilized, values typically exceed deployed capital. Peninsula currently owns 1,643 single-family rental residential properties comprising 2,214 units, largely located in Buffalo and Rochester, New York, Cleveland and Columbus, Ohio, Kansas City and St. Louis, Missouri and Indianapolis, Indiana.
ABOUT REOCITO CAPITAL INC.
The Company is a financial services company with no current activities or operations. The Company has ceased to carry on an active business and is presently engaged in identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
On behalf of the Board of Directors
Greg Wilson
Chief Executive Officer and Director
Email: gwilson144@gmail.com
Cautionary Statements
Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and approval of the Amalgamation by the shareholders of Peninsula. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Listing Application, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
All information provided in this news release relating to Peninsula has been provided by management of Peninsula and has not been independently verified by management of Reocito.
Certain information in this news release constitutes forward-looking statements or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this news release. Forward-looking statements are often, but not always, identified by terms such as “may”, “should”, “anticipate”, “expect”, “is expected to”, “estimates”, “potential”, “believe”, “intend”, “plans” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements concerning: the listing of the Resulting Issuer Shares on the TSXV as a Tier 2 Issuer, including the anticipated trading symbol; the completion of the Transaction and the structure and terms thereof; the completion of the Private Placement; the completion of the Consolidation, the name change, the amendment of Reocito’s articles, the continuance of Reocito under the OBCA and the Amalgamation; the approval of the Amalgamation by the shareholders of Peninsula; the adoption of the new equity compensation plan and new by-laws; the conversion or exercise of the outstanding convertible securities of Peninsula; the anticipated share capital of the Resulting Issuer; the composition of the Resulting Issuer’s management team and board of directors and the anticipated Insiders of the Resulting Issuer; receipt of final acceptance of the TSXV; and the business, operations, growth plans and acquisition strategy of Peninsula and the Resulting Issuer following completion of the Transaction.
Forward-looking statements are based on the current beliefs of management of Reocito and Peninsula, as well as assumptions made by, and information currently available to, Reocito and Peninsula, including: that the Transaction will be completed on the terms described herein and within the anticipated timeframe; all applicable shareholder, regulatory and TSXV approvals for the Transaction and the listing of the Resulting Issuer Shares will be received, including the final acceptance of the TSXV; the Consolidation, the Name Change and the Amalgamation will be completed; the outstanding convertible debentures and convertible promissory notes of Peninsula will be converted or repaid; the operations of the Resulting Issuer will be successful; the legislative and regulatory environments of the jurisdictions where the Resulting Issuer will carry on business; conditions in financial markets and the economy generally; and the ability of the Resulting Issuer to obtain additional financing on satisfactory terms or at all. While Reocito considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements, including, without limitation: the risk that the Transaction will not be completed in accordance with the Business Combination Agreement or at all; the risk that required shareholder, TSXV or other regulatory approvals will not be obtained in a timely manner or at all; the risk that the Resulting Issuer will not meet the listing requirements of the TSXV or that an active and liquid market for the Resulting Issuer Shares will not develop; failure to realize the anticipated benefits of the Transaction; failure of the Resulting Issuer to operate and grow Peninsula’s business effectively; conditions in the United States residential real estate markets and general economic conditions; indebtedness and rising interest rates; the availability of financial resources to fund the Resulting Issuer’s expenditures; changes in applicable legislation and regulatory requirements; competition; currency fluctuations; stock market volatility and market valuations; and uncertainty in global financial markets. Readers are cautioned that the foregoing list is not exhaustive, and additional information regarding risk factors that may affect Reocito, Peninsula, the Resulting Issuer and the Transaction can be found under the heading “Risk Factors” in the Listing Application. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect expectations as of the date hereof, and thus are subject to change thereafter. Except as required by applicable securities laws, neither Reocito nor Peninsula assumes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This news release has been approved by the board of directors of Reocito.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction nor accepts responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act”)). The securities described herein have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Greg Wilson
REOCITO CAPITAL INC.
+1 (613) 850-1199
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