Mr. Jay Freeman reports

JM CAPITAL II CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH WHEELER RESOURCES

JM Capital II Corp. has entered into a non-binding letter of intent dated Jan. 29, 2024, with Wheeler Resources Inc. The LOI outlines the principal terms and conditions of a business combination by way of a share exchange, merger, amalgamation, arrangement, takeover bid or other similar form of transaction, which will result in Wheeler becoming a wholly owned subsidiary of JM Capital II or otherwise combining its corporate existence with a wholly owned subsidiary of JM Capital II.

JM Capital II is a capital pool company and intends for the proposed transaction to constitute its qualifying transaction pursuant to the policies of the TSX Venture Exchange. The trading in the common shares of JM Capital II will remain halted pursuant to the policies of the TSX-V. It is anticipated that trading will remain halted until the completion of the proposed transaction. It is anticipated that the reporting issuer resulting from the proposed transaction will qualify as a Tier 2 mining issuer pursuant to the requirements of the TSX-V.

About Wheeler Resources Inc.

Wheeler is a privately held company incorporated pursuant to the laws of British Columbia. Wheeler currently has a total of 36 million common shares issued and outstanding.

Wheeler holds a 100-per-cent interest in 184 mineral claims covering 4,600 hectares located in southwestern Newfoundland and Labrador. The Wheeler property is approximately 30 kilometres north-northeast of the town of Stephenville, near the southern extent of the Bay of Islands ophiolite complex. It covers layered ultramafic and mafic intrusions, which are prospective for magmatic nickel-copper-platinum-group-element mineralization, as well as chromite mineralization occurring as discrete layers within the ultramafic complex.

Lenses of magmatic sulphide Ni-Cu-PGE mineralization were first discovered on the Wheeler property in the 1930s by J.R. Cooper. A Geological Survey of Canada mapping program conducted in 1962 located additional layered magmatic sulphide occurrences, as well as multiple chromite-rich lenses located near the southern part of the Wheeler property boundary.

In 2010, an exploration alliance, which was formed between Cliffs Natural Resource Exploration Inc. and Altius Resources Inc., carried out extensive stream sediment sampling on a multitude of ultramafic ophiolite complexes throughout the island of Newfoundland, specifically in search of a rare nickel-iron alloy called awaruite, which can form during the serpentinization of nickel-rich olivine in ultramafic rocks. Altius collected 367 stream sediment samples by helicopter within the current Wheeler property boundary. Strongly anomalous nickel, copper, cobalt and chromium values were returned in the northeastern portion of the Wheeler property, but high sulphur values deterred Altius from conducting further exploration. The presence of sulphur reduces the likelihood of awaruite forming but demonstrates the excellent potential for the presence of magmatic nickel-sulphide mineralization on the Wheeler property.

In addition to the Altius-Cliffs sampling, the Wheeler property also contains the locations of extremely anomalous lake sediment samples collected as part of the Newfoundland and Labrador's national geochemical reconnaissance survey (35,768-lake-sediment-sample database), including the four highest nickel values in the province with values of 4,980, 4,750, 4,390 and 4,230 parts per million Ni. Four lake sediment results on the property from the NGR are in the 99.97th percentile for copper at 324, 312, 296 and 184 ppm Cu, five are in the 99.98th percentile for cobalt at 347, 301, 392, 556 and 333 ppm Co, and six are in the 99.98th percentile for Cr at 5,770, 5,140, 4,560, 4,000, 3,610 and 3,560 ppm Cr.

The Wheeler property covers the southern extent of the Bay of Islands ophiolite complex, which was obducted onto the Laurentian rifted margin during the mid-Ordovician and is composed of mafic and ultramafic assemblages dominated by gabbros, pyroxenites and peridotites. The target on the Wheeler property is magmatic Ni-Cu-PGE (plus Co-Cr) mineralization hosted within a layered mafic intrusion, similar to Norilsk in Russia, Lynn Lake and Namew Lake in Manitoba, Nkomati in South Africa, and Voisey's Bay in the province of Newfoundland and Labrador. Historically documented occurrences on the Wheeler property consist of both net-textured pentlandite (nickel-sulphide) and platinum-group-element-rich chalcopyrite (copper-sulphide) mineralization, indicating the minerals formed within a magma chamber.

Proposed transaction summary

Upon completion of the proposed transaction, the resulting issuer will carry on the business of Wheeler. Pursuant to the proposed transaction, holders of the Wheeler shares will exchange their Wheeler shares for common shares of the resulting issuer on a one-for-one basis. Convertible securities of Wheeler will be exercisable to acquire resulting issuer shares at the exchange ratio. The final structure of the proposed transaction is subject to the receipt of tax, corporate and securities law advice for both JM Capital II and Wheeler.

As per the LOI, a condition of closing the proposed transaction is Wheeler will complete an equity financing in an amount that is sufficient to meet the initial listing requirements of the TSX-V. The financing will be composed of units of Wheeler, with each Wheeler unit composed of one Wheeler share at a price of five cents per share and one-half of one warrant, with each full Wheeler warrant exercisable into a Wheeler share for 18 months at an exercise price of 10 cents per share, provided that, at the option of the resulting issuer, after the four-month hold period, if the closing price of the resulting issuer shares for any 10 consecutive trading days is equal to or exceeds 20 cents per Wheeler share, the resulting issuer can accelerate the expiration date of the warrants to 30 days after the notice is provided to the holders.

On closing of the proposed transaction, the board of the resulting issuer will be composed of nominees of Wheeler, and the resulting issuer is expected to change its name to Wheeler Resources Inc. subject to JM Capital II shareholder approval, or such other name as is determined by Wheeler.

Closing of the proposed transaction will be subject to a number of conditions precedent, including, without limitation:

• Receipt of all required regulatory, corporate and third party approvals, including TSX-V approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the proposed transaction;
• Completion of satisfactory results from due diligence investigations for each of the parties;
• Completion of the financing;
• Other mutual conditions precedent customary for a transaction such as the proposed transaction.

The proposed transaction is not a non-arm's-length qualifying transaction and is not subject to TSX-V Policy 5.9, and it is not expected that the proposed transaction will be subject to approval by JM Capital II's shareholders. There are no non-arm's-length parties of JM Capital II who are Insiders, officers or shareholders of Wheeler.

Sponsorship for the proposed transaction

Sponsorship for the qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. The company expects to apply for an exemption for sponsorship.

Filing statement

In connection with the proposed transaction and pursuant to the requirements of the TSX-V, JM Capital II intends to file on SEDAR+ a filing statement, which will contain details regarding the proposed transaction, JM Capital II, Wheeler and the resulting issuer.

Further information

JM Capital II intends to issue a subsequent news release in accordance with the policies of the TSX-V, providing further details in respect of the proposed transaction, including information relating to the transaction structure, the definitive agreement, and descriptions of the proposed principals and insiders of the resulting issuer, as well as the financing. In addition, a summary of Wheeler's financial information will be included in a subsequent news release.

Dawn Evans-Lamswood, PGeo, a qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects), has reviewed and approved the scientific and technical disclosure in this press release.

We seek Safe Harbor.