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Statutory disclosure document5016JX Advanced Metals CorporationIron and steel and non-ferrous metals

Statutory Post-Transaction Disclosure Document (Share Exchange) (Toho Titanium Co., Ltd.)

The share exchange between JX Advanced Metals Corporation and Toho Titanium Co., Ltd. became effective on 1 June 2026, making Toho Titanium Co., Ltd. a wholly owned subsidiary of JX Advanced Metals Corporation. The document reports the results of procedures following the share exchange, including the delisting of Toho Titanium shares, the transfer and issuance of shares, and the cancellation of treasury shares.

Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
35314440
Shares (Toho Titanium shares transferred to JX Advanced Metals Corporation)
Wording
Definitive
How definitive the wording is.

Decision and Details

The boards of directors of JX Advanced Metals Corporation and Toho Titanium Co., Ltd., and the general meeting of shareholders of Toho Titanium Co., Ltd. (the document states that shareholder approval was obtained)

Post-event disclosure matters relating to the share exchange

Decision25 February 2026 (date the business integration agreement and share exchange agreement were entered into); 24 April 2026 (date approved by the general meeting of shareholders of Toho Titanium Co., Ltd.)
Implementation1 June 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in retained earnings reserve: ¥0; increase in capital reserve: the amount of change in shareholders’ equity, etc., as prescribed in Article 39 of the Ordinance on Company Accounting
Quantity / scaleToho Titanium shares transferred: 35,314,440 shares; JX Advanced Metals common shares issued in the allocation: 24,720,108 shares; share exchange ratio: 0.70 JX Advanced Metals common shares for each Toho Titanium common share; treasury shares cancelled: 97,070 shares; JX Advanced Metals shareholder who notified the company of opposition to the share exchange: 1 person, 66,400 shares
Reason

Implementation of the business integration based on the business integration agreement and share exchange agreement entered into between the two companies

Decision and Details
ItemDetails
Matter CoveredPost-event disclosure matters relating to the share exchange
Decision-Making BodyThe boards of directors of JX Advanced Metals Corporation and Toho Titanium Co., Ltd., and the general meeting of shareholders of Toho Titanium Co., Ltd. (the document states that shareholder approval was obtained)
Decision Date25 February 2026 (date the business integration agreement and share exchange agreement were entered into); 24 April 2026 (date approved by the general meeting of shareholders of Toho Titanium Co., Ltd.)
Implementation Date1 June 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in retained earnings reserve: ¥0; increase in capital reserve: the amount of change in shareholders’ equity, etc., as prescribed in Article 39 of the Ordinance on Company Accounting
Quantity / scaleToho Titanium shares transferred: 35,314,440 shares; JX Advanced Metals common shares issued in the allocation: 24,720,108 shares; share exchange ratio: 0.70 JX Advanced Metals common shares for each Toho Titanium common share; treasury shares cancelled: 97,070 shares; JX Advanced Metals shareholder who notified the company of opposition to the share exchange: 1 person, 66,400 shares
ReasonImplementation of the business integration based on the business integration agreement and share exchange agreement entered into between the two companies
Governing RuleCompanies Act, Article 791, Paragraph 1, Item 2; Article 801, Paragraph 3, Item 3; Articles 784-2, 785, 787, 789, 796-2, 797, 799 and 783, Paragraph 1; Ordinance for Enforcement of the Companies Act, Articles 190 and 197; Act on Book-Entry Transfer of Company Bonds and Shares, Article 155, Paragraph 2 and Article 161, Paragraph 2; Ordinance on Company Accounting, Article 39
Related previous disclosuresBusiness integration agreement and share exchange agreement dated 25 February 2026
Items this document does not state (3)
Period CoveredImpact on Business PerformanceFuture plans

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The business integration of the two companies was implemented based on the business integration agreement and share exchange agreement entered into on 25 February 2026.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Post-Transaction Disclosure Document (Share Exchange) (Toho Titanium Co., Ltd.) | JX Advanced Metals Corporation (5016) timely disclosure | Komori