Mr. Jeremy Poirier reports

J4 VENTURES INC. FILES FILING STATEMENT FOR QUALIFYING TRANSACTION WITH PRIMARY HYDROGEN CORP.

J4 Ventures Inc. has provided an update with respect to its proposed qualifying transaction with Primary Hydrogen Corp., as previously disclosed in news releases dated July 4, 2025, and Aug. 6, 2025, pursuant to which the corporation will acquire the mineral property known as the Arthur Lake property from Primary Hydrogen, pursuant to a mineral claim purchase agreement dated Aug. 5, 2025.

On Nov. 20, 2025, the corporation obtained conditional approval from the TSX Venture Exchange with respect to the transaction. In connection with the transaction, the corporation has filed on its SEDAR+ profile its filing statement dated Nov. 28, 2025, which describes the transaction, and provides disclosure on the corporation, the Arthur Lake property and the resulting issuer following the transaction.

The targeted closing date for the transaction is Dec. 24, 2025. The transaction remains subject to the satisfaction of all conditions set out in the conditional approval of the TSX-V and satisfaction of closing conditions customary for transactions of this nature. The corporation, upon and subject to completion of the transaction, will continue under the name J4 Ventures Resources Corp. and trade on the TSX-V under the symbol JJJJ. Final acceptance of the transaction will occur upon the issuance of a final exchange bulletin, which will provide the proposed date on which the corporation's common shares will resume trading. Until such time, in accordance with the policies of the TSX-V, the corporation's common shares are currently halted from trading and will remain so until such time as required by TSX-V policies.

Summary of the transaction

The mineral claim purchase agreement contemplates that the corporation shall acquire a 100-per-cent 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 common shares in the capital of J4; and (ii) making a $50,000 cash payment to Primary Hydrogen.

Primary Hydrogen will also retain a 2-per-cent net smelter return royalty on the Arthur Lake property.

Completion of the transaction remains subject to closing of the concurrent financing (as defined herein) and final TSX-V acceptance. There can be no assurance that all of the necessary regulatory approvals will be obtained or that all conditions of closing will be met.

Upon closing of the transaction, it is anticipated that the corporation will be listed as a Tier 2 mining issuer on the TSX-V.

The transaction is an arm's-length transaction and is not anticipated to be subject to approval by the shareholders of the corporation.

Concurrent financing

In connection with the transaction, the corporation will complete a concurrent financing of up to 12 million subscription receipts of J4 at a price of five cents per subscription receipt, for gross proceeds of up to $600,000. Each subscription receipt will entitle the holder to receive, without payment of any further consideration, a unit of J4 upon the satisfaction of the escrow release conditions, which shall be triggered by: (i) the completion of the transaction; (ii) final TSX-V approval of the concurrent financing; and (iii) J4's delivery of notice to the escrow agent that all escrow release conditions have been met. Proceeds from the concurrent financing will be held in escrow pending satisfaction of the escrow release conditions. If the transaction does not close, proceeds will be returned to subscribers on a pro rata basis.

Upon automatic conversion of the subscription receipts, each unit shall consist of one J4 share and one J4 share purchase warrant. Each warrant will entitle the holder thereof to acquire an additional J4 share at an exercise price of six cents per J4 share for a period of 60 months from the date of issuance.

Finders' fees may be payable in connection with the completion of the concurrent financing in accordance with TSX-V policies.

About the Arthur Lake property

The Arthur Lake property comprises two mineral claim units totalling 543 hectares located in the Lake district of British Columbia, approximately 54 kilometres 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-plus-or-minus-porphyry copper-molybdenum mineralization. Historical rock sampling on the property identified a number of grab samples assaying from a low of eight parts per million (ppm) copper (Cu) to a maximum of 24,800 ppm Cu, with 10 samples assaying in excess of 2,200 ppm Cu. A follow-up property-wide soil sampling survey outlined three copper or copper/multielement 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 centred on a small granitic plug. The Southwest anomaly is a strong multielement 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.

The company cautions investors grab samples by their nature are selective samples and may not be indicative of further mineralization on the property.

All scientific and technical information in this news release has been prepared or reviewed and approved by R. Timothy Henneberry, PGeo (B.C.), a director of the company and a qualified person for the purposes of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Trading halt

Trading of the J4 shares was halted on July 4, 2025, as a result of the announcement of the transaction and the corporation expects that trading will remain halted pending closing of the transaction, subject to the earlier resumption upon TSX-V acceptance of the transaction and the filing of required materials in accordance with TSX-V policies.

We seek Safe Harbor.