J2 Metals enters deal to spin out Twenty Mile project

Mr. Thomas Lamb reports J2 METALS INC. ANNOUNCES SPIN OUT OF THE TWENTY MILE PROPERTY TO SUBSIDIARY BY PLAN OF ARRANGEMENT J2 Metals Inc. has entered into an arrangement agreement with J2's subsidiary, 1558117 B.C. Ltd. (Spinco), pursuant to which the company proposes to spin out its Twenty Mile project, located in British Columbia's prolific Quesnel trough porphyry belt (the spinout). The spinout will provide investors with an ownership stake in two separate specialized companies. J2 will continue to focus on the advancement of its Napoleon and Miniac properties, while Spinco will focus on advancing the Twenty Mile project. The spinout will proceed by way of a statutory plan of arrangement in accordance with the provisions of the Business Corporations Act (British Columbia), whereby five million Spinco shares, being all of the issued and outstanding common shares of Spinco will be distributed to the company's shareholders, other than dissenting shareholders, in proportion to their respective holdings of common shares of the company on the share distribution record date, which will be determined by the company's board of directors and announced by a news release in advance. Holders of J2 options and warrants, who exercise their options and/or warrants before the share distribution record date, will also be entitled to participate in the distribution of the Spinco shares and the outstanding J2 warrants will be adjusted in accordance with their terms to be exercisable into their pro rata entitlement to the Spinco shares. No fractional Spinco shares will be distributed under the arrangement. Any fractions of Spinco shares resulting from the arrangement will be rounded down to the nearest whole number without any compensation in lieu of such fraction. The Twenty Mile project was previously transferred to Spinco as part of an overall corporate structure reorganization in contemplation of the spinout. It is expected that Spinco will change its name to Twenty Mile Metals Inc. at such time as the B.C. Registries office reopens following labour action in British Columbia. Upon completion of the arrangement, J2 shareholders will ultimately own shares in two public companies, and J2 will be focused on its Napolean project in Alaska and Miniac project in Quebec. Completion of the arrangement is subject to a number of conditions, including the following: The approval by the shareholders of J2 by a special resolution at a special meeting expected to be held in Q4 2025; The approval of the Supreme Court of British Columbia; The acceptance of the arrangement by the TSX Venture Exchange; The conditional approval for the listing of the Spinco shares on the TSX-V; The completion by Spinco of a private placement raising aggregate proceeds of at least $500,000. The arrangement cannot be completed until all the above conditions are met. A copy of the arrangement agreement will be posted on SEDAR+ under the company's profile. In accordance with the arrangement agreement, J2 will apply for an interim order from the court authorizing J2 to call the meeting, at which shareholders will be asked to approve the arrangement by special resolution. Additional details regarding the arrangement will be included in the management information circular of the company, which will be mailed to the shareholders of J2 prior to the meeting. After careful consideration, the board of directors of J2 has unanimously determined that the arrangement is fair to shareholders and is in the best interests of the company. A description of the various factors considered by the board of directors in arriving at this determination will be provided in the circular. Following the arrangement, Spinco will operate as a reporting issuer in the provinces of British Columbia, Alberta and Ontario, and will comply with its continuous disclosure obligations under applicable Canadian securities laws. It is a condition of the arrangement that the Spinco shares be conditionally approved for listing on the TSX-V. More detailed information regarding the Spinco shares and postarrangement Spinco will be set out in the circular. About J2 Metals Inc. J2 Metals is a Vancouver-based mineral exploration company focused on discovering critical minerals and precious metals in mining-friendly regions of Canada and the United States. The company was formerly known as Cranstown Capital Corp. and completed its qualifying transaction in March, 2025. We seek Safe Harbor.