Vancouver, British Columbia--(Newsfile Corp. - August 6, 2025) - J4 Ventures Inc. (TSXV: JJJJ.P) ("J4" or the "Company") is pleased to announce that, further to its news release of July 4, 2025, it has entered into a definitive mineral claim purchase agreement (the "Mineral Claim Purchase Agreement") dated August 5, 2025 with Primary Hydrogen Corp. ("Primary Hydrogen" and together with J4 the "Parties") in respect of a proposed transaction pursuant to which the Company shall acquire the mineral property known as the "Arthur Lake Property" (the "Arthur Lake Property" or the "Property") from Primary Hydrogen (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will constitute the Company's "Qualifying Transaction" as defined in and in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"). All currency references herein are in Canadian currency unless otherwise specified.
Summary of the Proposed Transaction
The Mineral Claim Purchase Agreement contemplates that the Company shall acquire a 100% undivided interest in the Arthur Lake Property from Primary Hydrogen by making the following payments on closing of the Proposed 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 (NSR) on the Arthur Lake Property.
Completion of the Proposed Transaction is conditional upon, among other standard conditions for a transaction of this nature including, among other things: (i) completion of an NI 43-101 compliant technical report in respect of the Arthur Lake Property that are acceptable to the TSXV and the Company; (ii) receipt of all required consents and approvals for the Proposed Transaction (ii) completion of satisfactory due diligence by each Party of the other Party; (iv) Primary Hydrogen incurring C$100,000 in exploration expenditures on the Arthur Lake Property by August 30, 2025; (v) completion of the Concurrent Financing (as defined herein) (vi) 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 Proposed Transaction, it is anticipated that the Company will be listed as a Tier 2 mining issuer on the TSXV.
The Proposed Transaction is an arm's length transaction and is not anticipated to be subject to J4 Shareholder Approval. There are no finders' fees or commissions payable in respect of the Proposed Transaction.
Concurrent Financing
In connection with the Proposed Transaction, the Company 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 Proposed 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 Proposed 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 60 months from the date of issuance.
Finder's fees may be payable in connection with the completion of the Concurrent Financing in accordance with TSXV policies.
Insiders of the Resulting Issuer
The directors of the Company following completion of the Proposed Transaction (the "Resulting Issuer") are anticipated to be: (i) Jeremy Poirier; (ii) Jordan Witham-Carroll; (iii) R. Timothy Henneberry; and (iv) Chris Mackenzie. The senior management team of the Resulting Issuer will consist of: (i) Jeremy Poirier (Chief Executive Officer); (ii) Joel Leonard (Chief Financial Officer); and (iii) R. Timothy Henneberry (VP Exploration).
Biographies of each anticipated director and officer is provided below:
Jeremy Poirier - CEO and Director
Jeremy Poirier has over 17 years of experience in capital markets. Mr. Poirier serves as President of Nico Consulting, a management and consulting services company, through which he assists his clients with their IPO, RTO, fundamental transactions, and other various go public strategies. He has served as a member on a number of boards and has held officer positions at several public and private companies in the mining sector.
Joel Leonard - CFO
Mr. Leonard is the founding Partner of JCL Partners Chartered Professional Accountants. Mr. Leonard has a background in finance and accounting with a focus on financial reporting and internal control implementation. Mr. Leonard completed his Bachelor's Degree in Business from Thompson Rivers University and later received his CPA designation with the Chartered Professional Accountants of British Columbia. Mr. Leonard has spent the past seven years consulting for publicly traded entities listed on various exchanges including the NYSE, TSX, TSX-V and the CSE. Mr. Leonard has held the position of Chief Financial Officer for a number of publicly listed entities throughout his career.
R. Timothy Henneberry - VP Exploration and Director
Mr. Henneberry is a Professional Geoscientist registered in British Columbia with 45 years experience in domestic and international exploration and production for precious and base metals, uranium and industrial minerals. After focusing his early career in precious metal production, he shifted to junior mining consulting and shortly there after to the management side of junior mining.
He has served as founding Director and Chief Executive Office of a number of TSX.V and CSE junior miners over the past 20 years and currently serves as a Director after co-founding Silver Sands Resources Corp., Tana Resources Corp., Hilo Mining Ltd. (now Grit Metals Corp.) and Questcorp Mining Inc. He also serves as a Director of iMetal Resources Inc. and as a technical advisor for Atomic Minerals Corporation, Bayridge Resources Corp. and Max Resource Corp and QP for Basin Uranium Corp. and Bronco Resources Corp.
Jordon Witham-Carroll - Director
Mr. Carroll is a certified electrician and has extensive experience in mining operations and mineral extraction. Mr. Carroll led a team involved in the commissioning of the Rio Tinto Alcan aluminum smelter located in Kitimat, B.C. and has prospected and owned placer mine claims. Mr. Carroll was formerly a director of American Battery Minerals Corp as well as Pike Mountain Minerals Inc., and is currently a director of Nexus Uranium Corp. He has completed courses in public company governance through Simon Fraser University.
Chris Mackenzie- Director
Chris Mackenzie is a senior technology executive with over 20 years of experience leading high-growth sales organizations across North America. He is currently a senior solution executive at ServiceNow, where he helps Canada's largest public and private sector organizations drive digital transformation.
Prior to ServiceNow, Mr. Mackenzie held senior roles at Infor, Oracle, and Zendesk, where he helped scale enterprise go-to-market strategies across diverse industries. He has a strong track record of enabling C-suite leaders to modernize their tech stack, launch strategic initiatives, and improve operational performance. His expertise spans SaaS, AI-driven automation, and industry cloud platforms, with a particular focus on resource-based sectors. He also advises companies looking to scale through automation, platform integration, and market expansion.
Sponsorship
Sponsorship of a Qualifying Business Combination is required by the TSXV unless a waiver from the sponsorship requirement is obtained. J4 intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver from this requirement will be obtained.
The Financial Statements of the Properties
The financial statements of the Arthur Lake Property are currently being generated and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4 of the TSXV Corporate Finance Manual.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, the Company intends on filing a filing statement on its issuer profile on SEDAR+ (www.SEDAR+.ca), which will contain relevant details relating to the Proposed Transaction.
The Arthur Lake Property
The Arthur Lake Property is comprised of two mineral claim units totaling 543 hectares located in the Lake District of British Columbia, approximately 54 km southwest of the District of Vanderhoof, British Columbia in the Omineca Mining Division. The claims are located on the Interior Plateau within the watershed of the Nechako and Chilako rivers. The Property is prospective for gold+/-porphyry copper-molybdenum mineralization. Historic rock sampling on the property identified a number of grab samples assaying from a low of 8 ppm Cu to a maximum of 24,800 ppm Cu, with 10 samples assaying in excess of 2,200 ppm Cu, outlining three copper or copper/multi-element soil anomalies.: the Copper Enrichment, Granitic Plug, and Southwest anomalies. The Copper Enrichment Anomaly is a northwest-southeast trending copper enrichment zone measuring 1,800 metres north-south by 500 metres east-west. The Granitic Plug Anomaly is a somewhat concentric anomalous copper-silver-iron-zinc soil anomaly that measures approximately 450 metres north-south by 370 metres east-west and is centered on a small granitic plug. The Southwest Anomaly is a strong multi-element soil anomaly in the southwest corner of the soil grid measuring 900 metres east-west by 400 metres north-south and remains open to the south and to the west. Source: British Columbia Ministry of Mines and Critical Minerals Assessment Report 39573.
Qualified Person
All scientific and technical information in this press release has been prepared or reviewed and approved by R. Timothy Henneberry, P.Geo (BC), a director of the Company and a "qualified person" for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
Trading Halt
Trading of the Common Shares was halted on July 4, 2025 as a result of the announcement of the Proposed Transaction and the Company expects that trading will remain halted pending closing of the Proposed Transaction, subject to the earlier resumption upon TSXV acceptance of the Proposed Transaction and the filing of required materials in accordance with TSXV policies.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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 filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Jeremy Poirier, CEO
Telephone: 604-722-9842
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Proposed Transaction and the timing thereof, the execution of the Definitive Agreement, the proposed business of the Company upon completion of the Proposed Transaction, the completion of the Concurrent Financing and the use of proceeds therefrom, references to the potential of the Arthur Lake Property, the completion of NI 43-101 technical report, and regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the Company, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of the Company may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261299
SOURCE: J4 Ventures Inc
