Vancouver, British Columbia--(Newsfile Corp. - December 2, 2025) - J4 Ventures Inc. (TSXV: JJJJ.P) ("J4" or the "Corporation"), a capital pool company listed on the TSX Venture Exchange (the "TSXV"), is pleased to provide an update with respect to its proposed qualifying transaction with Primary Hydrogen Corp. ("Primary Hydrogen" and together with J4, the "Parties"), as previously disclosed in news releases dated July 4 and August 6, 2025, pursuant to which the Corporation will acquire the mineral property known as the Arthur Lake Property (the "Arthur Lake Property") from Primary Hydrogen, pursuant to a mineral claim purchase agreement (the "Mineral Claim Purchase Agreement") dated August 5, 2025 (the "Transaction").
On November 20, 2025, the Corporation obtained conditional approval from the TSXV with respect to the Transaction. In connection with the Transaction, the Corporation has filed on its SEDAR+ profile at www.sedarplus.ca, its filing statement dated November 28, 2025 (the "Filing Statement"), which describes the Transaction and provides disclosure on the Corporation, the Arthur Lake Property, and the resulting issuer following the Transaction.
The targeted closing date for the Transaction is December.24th, 2025. The Transaction remains subject to the satisfaction of all conditions set out in the conditional approval of the TSXV and satisfaction of closing conditions customary for transactions of this nature. The Corporation, upon and subject to completion of the Transaction, will continue under the name "J4 Ventures Resources Corp." and trade on the TSXV under the symbol "JJJJ". Final acceptance of the Transaction will occur upon the issuance of a final exchange bulletin which will provide the proposed date on which the Corporation's common shares will resume trading. Until such time, in accordance with the policies of the TSXV, the Corporation's common shares are currently halted from trading and will remain so until such time as required by TSXV policies.
The Mineral Claim Purchase Agreement contemplates that the Corporation shall acquire a 100% undivided interest in the Arthur Lake Property from Primary Hydrogen by making the following payments on closing of the Transaction: (i) issuing Primary Hydrogen 500,000 common shares in the capital of J4 (each a "J4 Share"); and (ii) making a C$50,000 cash payment to Primary Hydrogen.
Primary Hydrogen will also retain a 2% net smelter return royalty on the Arthur Lake Property.
Completion of the Transaction remains subject to closing of the Concurrent Financing (as defined herein) and final TSXV acceptance. There can be no assurance that all of the necessary regulatory approvals will be obtained or that all conditions of closing will be met.
Upon closing of the Transaction, it is anticipated that the Corporation will be listed as a Tier 2 mining issuer on the TSXV.
The Transaction is an arm's length transaction and is not anticipated to be subject to approval by the shareholders of the Corporation.
In connection with the Transaction, the Corporation will complete a concurrent financing (the "Concurrent Financing") of up to 12,000,000 subscription receipts of J4 (each a "Subscription Receipt") at a price of C$0.05 per Subscription Receipt, for gross proceeds of up to C$600,000. Each Subscription Receipt will entitle the holder to receive, without payment of any further consideration, a unit of J4 (each a "Unit") upon the satisfaction of the escrow release conditions, which shall be triggered by: (i) the completion of the Transaction; (ii) final TSXV approval of the Concurrent Financing; (iii) J4's delivery of notice to the escrow agent that all escrow release conditions have been met (collectively, the "Escrow Release Conditions"). Proceeds from the Concurrent Financing will be held in escrow pending satisfaction of the Escrow Release Conditions. If the Transaction does not close, proceeds will be returned to subscribers on a pro rata basis.
Upon automatic conversion of the Subscription Receipts, each Unit shall consist of one J4 Share and one J4 Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to acquire an additional J4 Share at an exercise price of C$0.06 per J4 Share for a period of sixty (60) months from the date of issuance.