Reocito Capital Files TSXV Listing Application for Peninsula Capital Reverse Takeover

Reocito Capital Inc. Filed a TSXV listing application for its proposed reverse takeover by Peninsula Capital Corp., a transaction that includes a planned non-brokered private placement of 62,250 RentX Shares at $2.00 each. EIN Presswire reported the filing on October 29, 2026. Reocito received conditional approval of the TSXV on October 23, 2026, and completion is expected toward the end of November 2026.

How the Peninsula Amalgamation Is Structured

Reocito and Peninsula Capital signed a business combination agreement dated February 6, 2025, amended on January 16, 2026, March 26, 2026 and July 16, 2026. Under the deal, Reocito will acquire all issued and outstanding Class "A" common shares of Peninsula, the RentX Shares, through a three-cornered amalgamation involving Reocito, Peninsula and a wholly-owned Reocito subsidiary incorporated for the transaction. The structure results in a reverse takeover of Reocito by Peninsula's shareholders.

Reocito will amend its articles to rename its Class A shares as common shares and eliminate its Class B and Class C preferred shares. It will also consolidate its shares on the basis of one post-consolidation share for every 260.5972817 pre-consolidation shares, continue from the Canada Business Corporations Act to the Ontario Business Corporations Act, and replace its current directors and officers. Each RentX Share will be exchanged for one common share of the resulting issuer.

At a annual and special meeting on December 9, 2025, Reocito shareholders approved the consolidation, the name change, a new equity compensation plan and new by-laws, and conditionally elected the resulting issuer's board. Peninsula will hold a special meeting of its shareholders to approve the amalgamation before closing. Completion of the private placement is a condition of the TSXV's conditional approval, and final acceptance depends on completion of the transaction and receipt of customary closing materials.

After closing, approximately 73,224,301 resulting issuer shares are expected to be outstanding on an undiluted basis. Peninsula shareholders are expected to hold 72,810,508 shares, or about 99.43%, including 12,297,082 shares to be issued on conversion or automatic exercise of special warrants, warrants, convertible debentures and convertible promissory notes. Reocito shareholders are expected to hold 413,793 shares, or about 0.57%.

Michael Appelton is expected to serve as chief executive officer and chairman, with 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 form the board. Appelton and The K2 Principal Fund L.P. Are each expected to hold more than 10% of the resulting issuer, at approximately 13,000,000 shares (17.75%) and 12,238,879 shares (16.71%) respectively.

Peninsula describes itself as one of the largest owners of single-family rental housing in the Buffalo and Rochester, New York markets as well as Cleveland, Ohio. It owns 1,643 single-family rental residential properties comprising 2,214 units, largely in Buffalo and Rochester, Cleveland and Columbus, Ohio, Kansas City and St. Louis, Missouri, and Indianapolis, Indiana. Reocito is a financial services company with no current activities or operations.

November 30 Outside Date for the Transaction

The business combination agreement sets an outside date of November 30, 2026, subject to extension by mutual agreement of Reocito and Peninsula. Completion of the transaction is expected toward the end of November 2026. Final TSXV acceptance is subject to completion of the transaction and receipt of customary closing materials.