Mr. Thomas Lamb reports
J2 METALS INC. ANNOUNCES COMPLETION OF TWENTY MILE SPIN-OUT
J2 Metals Inc. has completed the previously announced plan of arrangement to spinoff of its wholly owned subsidiary, Twenty Mile Metals Inc. (Spinco), which holds the Twenty Mile project located in British Columbia. The arrangement closed effective 12:01 a.m. on April 20, 2026, which date is also the distribution declaration date.
Under the arrangement, the owners of common shares of J2 on the share distribution record date, which will be April 27, 2026, are entitled to receive one new J2 share and 0.21921 of a common share of Spinco for each J2 share held. The payment date for the new common shares and Spinco shares is expected to be April 30, 2026. Approximately 71,024 Spinco shares will be reserved by J2 for issuance to warrantholders of J2 on the effective date. The Cusip number for the Spinco shares is 901319103. The new common shares will have a new Cusip assigned and the company will provide a further updates at the record date.
Following the arrangement, Spinco will no longer be a wholly owned subsidiary of J2.
The Spinco shares will not initially be listed on the TSX Venture Exchange, but Spinco will continue to pursue its planned listing to be completed prior to the end of Q2 2026. Spinco initiated its listing application following the announcement of the proposed arrangement but requires additional time to complete the requirements of the TSX-V. J2 and Spinco have determined that it is in the interests of both entities to complete the arrangement ahead of the listing of the Spinco shares to definitively fix the entitlement to Spinco securities.
All other conditions to the completion of the arrangement, including the completion by Spinco of a private placement of subscription receipts to raise aggregate gross proceeds of at least $500,000 have been met. An aggregate of five million subscription receipts have been issued to date at a price of 10 cents per subscription receipt. Each subscription receipt entitles the holder to, without further action or payment of additional consideration, upon the satisfaction of certain release conditions, receive one unit. The release conditions applicable to the subscription receipts include, among other things, the receipt of the conditional approval of the TSX-V for the listing of the Spinco shares.
Spinco reserves the right to issue additional subscription receipts prior to listing.
Each unit will comprise one Spinco share and one share purchase warrant. Each warrant will be exercisable to acquire an additional Spinco share at a price of 15 cents per share for a period of 36 months provided that in the event that the closing price of the Spinco shares exceeds 25 cents per share for a period of 10 consecutive trading days, Spinco may give notice of the acceleration of the term of the warrants to a period of 30 days following such notice.
J2 will provide additional updates regarding the listing of the Spinco shares in due course.
About J2 Metals Inc.
J2 Metals is advancing gold and silver exploration projects with historical production or significant drill results in established mining jurisdictions in Mexico, Quebec and Alaska. The company's Sierra Plata silver-gold-antimony project in Zacualpan, Mexico, hosts multiple past-producing silver-gold mines, confirming its high-grade mineral endowment. At the Miniac project in Quebec's Abitibi greenstone belt, historical and phase I drilling have confirmed strong discovery potential, with reported grades of up to 4.8 grams per tonne gold and 6.9 per cent zinc over 0.3 metre (DDH DV-80). Recent high-resolution geophysical surveys have identified 19 high-priority targets along a largely untested seven-kilometre conductive horizon, which will be evaluated in a planned phase II drill program. The Napoleon project in the Fortymile district of Alaska is located within a prolific placer gold camp that has produced up to one million ounces of gold, with known hard-rock mineralization limited to the Napoleon area. Rock-chip samples grading up to 596 g/t gold, together with historical drilling by Teck and Kennecott reporting intercepts such as 8.9 g/t gold over three m and 0.9 g/t gold over 79 m, indicate a robust mineralizing system with district-scale discovery potential.
Qualified person
The technical information contained in this release has been reviewed and approved by Graham Giles, PGeo, J2's vice-president, exploration, who is a qualified person as defined under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.
We seek Safe Harbor.
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