J4 Ventures Inc. Files Filing Statement for Qualifying Transaction with Primary Hydrogen Corp.

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.

Summary of the Transaction

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.

Concurrent Financing

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.

Finder's fees may be payable in connection with the completion of the Concurrent Financing in accordance with TSXV policies.

About 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. A follow-up property wide soil sampling survey outlined 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.

The Company cautions investors grab samples by their nature are selective samples and may not be indicative of further mineralization on the property.

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.

Trading Halt

Trading of the J4 Shares was halted on July 4, 2025 as a result of the announcement of the Transaction and the Corporation expects that trading will remain halted pending closing of the Transaction, subject to the earlier resumption upon TSXV acceptance of the Transaction and the filing of required materials in accordance with TSXV policies.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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, any information released or received with respect to the 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING 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 Transaction and the timing thereof, the execution of the Mineral Claim Purchase Agreement, the proposed business of the Corporation upon completion of the 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 Corporation, 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 Corporation 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 Corporation 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 Corporation 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.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276660