Jessy Ventures Corp. Enters into Definitive Agreement with Origen Resources Inc. for a Qualifying Transaction

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JESSY VENTURES CORP. ENTERS INTO DEFINITIVE AGREEMENT WITH ORIGEN RESOURCES INC. FOR A QUALIFYING TRANSACTION

News Release - Vancouver, British Columbia – September 22, 2021: Jessy Ventures Corp. (TSX-V: SARG.P) (the "Company"), a capital pool company, is pleased to announce that it has entered into an arm’s length mineral property option agreement dated effective September 17, 2021 (the "Definitive Agreement") with Origen Resources Inc. ("Origen"), pursuant to which the Company has been granted the exclusive right and option (the "Option") to acquire an undivided 60% interest in and to Origen’s "Arlington Property", consisting of five (5) mineral claims covering approximately 1,571.65 hectares, located approximately 17 km north of Beaverdell and 67 km south of Kelowna within the Arrow Boundary District of south-central British Columbia (the "Property"), as more particularly described below.

The proposed transaction is subject to a number of terms and conditions, including (among other things) the approval of the TSX Venture Exchange (the "Exchange"). If completed, the proposed transaction will constitute the "Qualifying Transaction" of the Company, as such term is defined in Exchange Policy 2.4 and will continue the business of Origen as a tier 2 "mining" issuer.

Arlington Property

Origen’s wholly-owned Arlington Property is located 17 km north of Beaverdell and 67 km south of Kelowna within the Arrow Boundary District of south-central British Columbia. The Property consists of five (5) mineral claims covering 1,571.65 hectares that cover geologically prospective ground immediately north of the historic Beaverdell Mining Camp and the Carmi mine. The success in the Beaverdell and Carmi camps was a key driver in the early success of the Property in the late 1800s and early 1900s.

The Property hosts numerous Minfile occurrences identified as structurally controlled polymetallic Ag-Cu-Pb-Zn +/- Au veins predominantly restricted to Anarchist type rocks. Recent work programs included robust propertywide geochemical, mapping and prospecting surveys and a mag-vlf geophysical survey. Results of this work were very encouraging and returned two high-grade select grab samples assaying 221 g/t silver and 11.7 g/t gold*. The analytical and geophysical results further revealed that the polymetallic mineral occurrences have the potential for considerable subsurface continuity between the showings.

Definitive Agreement

In order to exercise the Option, the Company must:

(a) pay an aggregate of $185,000 and issue an aggregate of 2,000,000 common shares of the Company ("Shares") to Origen as follows:

(i) $10,000 in cash upon execution of the Definitive Agreement as a non-refundable deposit (complete) and 200,000 Shares upon final Exchange approval of the Definitive Agreement as confirmed by a final Exchange bulletin (the "Exchange Approval Date");

(ii) $25,000 in cash and 300,000 Shares on or before the first anniversary of the Exchange Approval Date;

(iii) $50,000 in cash and 500,000 Shares on or before the second anniversary of the Exchange Approval Date;

(iv) $100,000 in cash and 1,000,000 Shares on or before the third anniversary of the Exchange Approval Date;

(b) The Company incurring $750,000 in exploration expenditures in respect of the Property as follows:

(i) $125,000 on or before the first anniversary of the Exchange Approval Date;

(ii) $250,000 on or before the second anniversary of the Exchange Approval Date;

(iii) $375,000 on or before the third anniversary of the Exchange Approval Date; and

(c) The Company paying the costs related to the Origen’s recently completed exploration program on the Property, in the amount of $110,000, within five (5) days of the Exchange Approval Date.

Any excess exploration expenditures incurred will be cumulative and can carry forward to future years and the Company may elect to pay cash or Shares or any combination of cash and Shares to Origen in the event of a shortfall of exploration expenditures incurred in any one year period in an amount equal to any such shortfall.

Upon the Company exercising the Option and earning an undivided 60% interest in the Property, pursuant to the Agreement, the Company and Origen will negotiate in good faith and enter into a joint venture agreement for the purpose of jointly carrying out exploration, evaluation and development (if applicable) of the Property. The Company is designated as operator of the Property both before and after the exercise of the Option.

The Property will be subject to a 1.5% net smelter return royalty (the "NSR Royalty") to Origen upon the Company’s exercise of the Option, with the Company’s option to repurchase 1.0% NSR Royalty for $1.0 million, leaving Origen with a 0.5% NSR Royalty.

The proposed transaction is subject to, among other things, the completion of technical report on the Property in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, and obtaining all necessary regulatory approvals, including the Exchange. If complete, the proposed transaction will constitute a "Qualifying Transaction" as such term is defined in Exchange Policy 2.4.

The Company intends to make an application for an exemption from the Exchange’s sponsorship requirements.

Private Placement

In connection with the proposed transaction, the Company intends to complete a non-brokered private placement (the "Private Placement") of units of the Company (each, a "Unit") at a price of $0.10 per Unit for minimum gross proceeds of $350,000 and maximum gross proceeds of $450,000. Each Unit will consist of one common share and one transferable common share purchase warrant (a "Warrant"), with each Warrant exercisable at price of $0.125 per Warrant for a period of three years from issuance. Completion of the Private Placement for minimum gross proceeds of $350,000 is a condition to the proposed transaction. The Private Placement is subject to Exchange approval and all securities issued will be subject to a statutory hold period of four months and one day from the date of issuance. No finders’ fees will be paid in connection with the Private Placement nor the proposed Qualifying Transaction.

Proceeds raised from the Private Placement will be used to make payments under the Definitive Agreement, to fund maintenance and exploration expenditures on the Property, and for general working capital purposes.

Capitalization of the Company

As of the date hereof, the Company’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares in the capital of the Company, issuable in series, of which 6,718,332 common shares and no preferred shares are currently issued and outstanding. In addition, the Company has 400,000 stock options and 200,000 broker warrants issued and outstanding.

Proposed Management

Subject to Exchange approval of the Definitive Agreement and the proposed transaction, it is currently anticipated that the Board of Directors will consist of four (4) Directors, consisting of the three current Directors, Anthony Zelen, Chris Reynolds and David Weinkauf and one new Director from Origen, Gary Schellenberg. Mr. Zelen will remain as Chief Executive Officer and Ryan Cheung will remain as Chief Financial Officer and Corporate Secretary. Biographical details regarding Mr. Schellenberg are as follows:

Mr. Schellenberg has been a director and officer of numerous publicly traded companies and brings over 30 years of mining industry experience. He serves as Chairman, Chief Executive Officer and Director of Origen, Chairman, CEO and Director of Troubadour Resources Inc. (TSX.V:TR) and President of Coast Mountain Geological Ltd. He holds a Bachelor of Science degree in Geology from the University of British Columbia.

Past industry roles include Director of Kodiak Copper Corp., CEO and Director of Explorex Resources Inc., CEO and Director of International Lithium Corp., CEO and Director of TNR Gold Corp., and a founding Director of Winspear Resources Ltd. that went on to discover the Snap Lake diamond mine operated by DeBeers from 2008 to 2015.

The Qualifying Transaction will constitute an arm’s-length transaction, and as such, will not require approval by the shareholders of the Company. The Company is preparing and will submit a filing statement in connection with the proposed transaction in due course. The Company and Origen will issue additional news releases related to the proposed transaction and other material information as it becomes available. There can be no assurance that the proposed transaction will be completed as proposed or at all.

In connection with the completion of the Qualifying Transaction, the Company intends to change its name and stock symbol. Trading in the shares of the Company is presently halted. The shares of the Company will remain halted until the Definitive Agreement, proposed transaction and Private Placement are approved by the Exchange and completed.

Qualified Person

The scientific and technical information contained in this news release as it relates to the Property has been reviewed and approved by Richard Kemp, P.Geo, a "Qualified Person" as that term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Contact Information

Anthony Zelen, CEO and Director Tel: 778-388-5258

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Completion of the Qualifying Transaction and Definitive Agreement are subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

All information in this news release concerning Origen has been provided for inclusion herein by Origen. Although the Company has no knowledge that would indicate that any information contained herein concerning Origen is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information.

The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain statements in this release are forward-looking statements or information, which include completion of the proposed Qualifying Transaction and related Private Placement, completion of a National Instrument 43-101 technical report, geological interpretations, proposed exploration activities, satisfying the conditions precedent to the Definitive Agreement, satisfying other payment obligations under the Definitive Agreement, other statements relating to the technical, regulatory approvals, financial and business prospects of the Company and its properties, and other matters. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties.

Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.

Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: (i) risks related to gold and other commodity price fluctuations; (ii) risks and uncertainties relating to the interpretation of exploration results; (iii) risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses; (iv) that resource exploration and development is a speculative business; (v) that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; (vi) that environmental laws and regulations may become more onerous; (vii) that the Company may not be able to raise additional funds when necessary; (viii) the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; (ix) exploration and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration and development; (x) competition; (xi) the potential for delays in exploration or development activities or the completion of geologic reports or studies; (xii) the uncertainty of profitability based upon the Company’s history of losses; (xiii) risks related to environmental regulation and liability; (xiv) risks associated with failure to maintain community acceptance, agreements and permissions (generally referred to as “social licence”); (xv) risks relating to obtaining and maintaining all necessary government permits, approvals and authorizations relating to the continued exploration and development of the Company’s projects; (xvi) risks related to the outcome of legal actions; (xvii) political and regulatory risks associated with mining and exploration; (xix) risks related to current global financial conditions and the impact of COVID-19 on the Company’s ability to operate; and (xx) other risks and uncertainties related to the Company’s prospects, properties and business strategy. These risks, as well as others, could cause actual results and events to vary significantly.

Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, adverse weather and climate conditions, increase in costs, fluctuations in commodity prices, litigation, exchange rate fluctuations, failure of counterparties to perform their contractual obligations and fees charged by service providers. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.