J2 Metals arranges $2.5-million private placement

Executive Summary

• J2 Metals Inc. announced a non-brokered private placement of up to 10 million subscription receipts at $0.25 per receipt, targeting gross proceeds of up to $2.5 million.
• Each subscription receipt converts into one common share and a 0.5 common share purchase warrant upon the completion of the previously announced plan of arrangement with Twenty Mile Metals Inc.
• Proceeds are held in escrow until the arrangement is completed; if conditions are not met, funds are returned to investors.

Key Details

• Transaction Structure: Non-brokered private placement of subscription receipts.
• Price: $0.25 per subscription receipt.
• Quantity: Up to 10,000,000 subscription receipts.
• Gross Proceeds: Up to $2,500,000.
• Conversion Terms: Upon satisfaction of escrow release conditions (completion of the plan of arrangement with Twenty Mile Metals Inc.), each receipt entitles the holder to:
  • One (1) common share in J2 Metals.
  • One-half (0.5) of a common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.40 per share.
  • Term: 24 months following the date of conversion of the subscription receipts.
  • No additional consideration or action required from holders.
• Escrow Conditions:
  • Funds held in escrow pending completion of the Twenty Mile Metals plan of arrangement.
  • If conditions are not satisfied, funds (plus accrued interest) are returned to holders, and receipts are cancelled.
• Hold Period: Four months and one day from the closing of the offering for the subscription receipts and underlying securities.
• Use of Proceeds: General corporate purposes.
• Regulatory: Subject to TSX Venture Exchange acceptance and other regulatory approvals.
• Finder’s Fees: The company may pay finders' fees in connection with the offering.

Notable Quotes

• Thomas Lamb, CEO: "Beginning six years ago, as a private company, we acquired two compelling gold projects from Kenorland... But now it appears our time has come. We IPO'd the company early last year and recently, in a coup, have optioned Sierra Plata from Impact Silver... I should mention that the spinout of our Twenty Mile project into a new entity, announced December, 2025, is in process and nearly complete. The private placement announced [on-line] is structured as a subscription receipt because investors in it are not entitled to a position in Twenty Mile."