J4 Ventures Resources Corp. (Formerly J4 Ventures Inc.) Announces Completion of Qualifying Transaction with Primary Hydrogen Corp.
Vancouver, British Columbia--(Newsfile Corp. - December 23, 2025) - J4 Ventures Resources Corp. (TSXV: JJJJ) ("J4" or the "Company"), is pleased to announce that it has completed its previously announced transaction for the acquisition of the mineral claims known as the Arthur Lake Property (the "Transaction") between the Company and Primary Hydrogen Corp. ("Primary Hydrogen"). The Transaction was completed pursuant to the terms of a Mineral Claim Purchase Agreement dated August 5, 2025 amongst the Company and Primary Hydrogen. In connection with the Transaction, the Company has changed its name to "J4 Ventures Resources Corp.". The Transaction will constitute the Company's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange").
The Exchange issued its conditional approval of the Transaction on November 20, 2025. The Company's common shares (the "J4 Shares") will resume trading on the Exchange under the ticker symbol "JJJJ" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction. The J4 Shares are anticipated to resume trading on December 30, 2025 and the Company will be listed as a Tier 2 mining issuer on the TSXV.
Additional information in respect of the Company's business is available in the Company's Filing Statement dated November 28, 2025 (the "Filing Statement"), which is available under the Company's SEDAR+ profile at www.sedarplus.ca.
Summary of the Transaction
Pursuant to the Mineral Claim Purchase Agreement, the Company acquired 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 J4 Shares; and (ii) making a C$50,000 cash payment to Primary Hydrogen.
Primary Hydrogen also retained a 2% net smelter return royalty on the Arthur Lake Property.
The Transaction is an arm's length transaction and no finder's fees were payable in connection therewith.
Board and Management Changes
In connection with the closing of the Transaction, the Company appointment Mr. Chris Mackenzie to its board of directors and appointed current director, R. Timothy Henneberry as the Company's VP Exploration.
Concurrent Financing
In connection with the Transaction, the Company completed its previously announced non-brokered concurrent financing (the "Concurrent Financing") of 10,590,000 subscription receipts of J4 (each a "Subscription Receipt") at a price of C$0.05 per Subscription Receipt, for gross proceeds of $529,500.
In connection with closing the Transaction, the Subscription Receipt's escrow release conditions (the "Release Conditions") were satisfied, and as a result, each Subscription Receipt issued under the Concurrent Financing was automatically exchanged into one unit of J4 (each a "Unit"), without further payment or action on the part of the holder upon satisfaction of the Release Conditions. Each Unit consists 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.
Stock Option Plan
In connection with the Transaction, the Company's board of directors has approved an option plan (the "Option Plan") on December 23, 2025 replacing the Company's previous Capital Pool Company stock option plan. The Option Plan provides that the aggregate number of securities reserved for issuance under the Option Plan will not exceed 10% of the number of Common Shares issued and outstanding from time to time. The Option Plan will be presented to the Shareholders of the Company for ratification and approval at the next annual general shareholder meeting and remains subject to such shareholder approval.
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, outlining 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.
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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
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 proposed business of the Company upon completion of the Transaction and the Company's listing as a Tier 2 Mining Issuer on the Exchange, 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.
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Source: J4 Ventures Resources Corp.
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