J4 Ventures Inc. Closes Subscription Receipt Financing

Executive Summary

• J4 Ventures Inc. closed a non‑brokered private placement of 10,590,000 subscription receipts at $0.05 each, generating gross proceeds of $529,500.
• Proceeds are held in escrow pending the completion of the proposed acquisition of the Arthur Lake mineral property from Primary Hydrogen Corp.; if the transaction does not close within 180 days, funds will be returned pro‑rata.
• Each subscription receipt will automatically convert to a unit consisting of one common share and one warrant (exercise price C$0.06, 60‑month term); additionally, 258,780 non‑transferable finder’s warrants were issued.

Key Details

• Offering size: 10,590,000 subscription receipts @ $0.05 per receipt → $529,500 gross proceeds.
• Escrow arrangement: Funds held in escrow until (i) completion of the Arthur Lake acquisition, (ii) TSXV approval, and (iii) J4’s notice that all escrow release conditions are satisfied.
• Refund trigger: If the transaction does not close within 180 days from the announcement date, escrowed proceeds will be returned to subscribers on a pro‑rata basis.
• Unit composition upon conversion:
• 1 common share (the “Share”).
• 1 common share purchase warrant (“Warrant”) – exercise price C$0.06 per Share, exercisable for 60 months from issuance.
• Finder’s warrants: 258,780 non‑transferable finder’s warrants issued; each allows acquisition of one additional Share at $0.06 per Share, also exercisable for 60 months.
• Related party participation: CFO (insider) purchased 100,000 subscription receipts; transaction deemed a “related party transaction” under MI 61‑101 and exempted from formal valuation/minority approval requirements because it does not exceed 25% of market cap.
• Forward‑looking statements: The release contains customary forward‑looking language regarding the pending acquisition and associated conditions.

Notable Quotes

• “The closing of this private placement provides us with the necessary capital to move forward with our proposed qualifying transaction and demonstrates continued confidence from our investors.” – Jeremy Poirier, CEO

All boilerplate, safe‑harbor statements, and disclaimer text have been omitted for brevity.