J4 Ventures Resources Corp. (Formerly J4 Ventures Inc.) Announces Completion of Qualifying Transaction with Primary Hydrogen Corp.

Executive Summary

• J4 Ventures Resources Corp. completed its acquisition of the Arthur Lake Property from Primary Hydrogen, triggering a name change to “J4 Ventures Resources Corp.” and qualifying as a TSX‑V “Qualifying Transaction.”
• The transaction included issuance of 500,000 J4 shares plus C$50,000 cash; Primary Hydrogen retained a 2% NSR royalty on the property.
• Concurrent financing closed: 10,590,000 subscription receipts at C$0.05 each for gross proceeds of C$529,500, automatically converted into units (1 share + 1 warrant) with warrants exercisable at C$0.06 for 60 months.

Key Details

• Acquisition Terms
• 100% undivided interest in Arthur Lake Property transferred to J4.
• Consideration: 500,000 newly issued J4 shares + C$50,000 cash.
• Primary Hydrogen retains a 2% net smelter return royalty on the property.
• Regulatory Status
• Conditional TSX‑V approval received 20 Nov 2025; final bulletin expected before 30 Dec 2025.
• J4 Shares to resume trading under ticker “JJJJ” on or about 30 Dec 2025 as a Tier 2 mining issuer.
• Board & Management Changes
• Chris Mackenzie appointed to the board of directors.
• R. Timothy Henneberry (current director) appointed Vice‑President Exploration.
• Concurrent Financing
• 10,590,000 subscription receipts issued at C$0.05 each → gross proceeds C$529,500.
• Upon satisfaction of escrow release conditions, each receipt automatically converted into one unit:
  • 1 J4 common share
  • 1 warrant to purchase an additional share at C$0.06 for 60 months.
• Option Plan
• New stock option plan approved (replacing previous Capital Pool Company plan); max 10% of outstanding common shares may be issued under the plan, pending shareholder ratification at next AGM.
• Property Overview
• Arthur Lake Property: two claim units, 543 ha, located ~54 km SW of Vanderhoof, BC (Omineca Mining Division).
• Historic sampling shows Cu grades from 8 ppm to 24,800 ppm; notable anomalies include Copper Enrichment, Granitic Plug, and Southwest multi‑element zones.
• Qualified Person
• Technical information reviewed/approved by R. Timothy Henneberry, P.Geo (BC), qualified under NI 43‑101.

Notable Quotes

• “The completion of this transaction positions J4 Ventures to advance a high‑potential copper‑gold project and provides the capital structure needed for future growth,” – Jeremy Poirier, CEO.