J2 Metals Inc. Announces Spin Out of the Twenty Mile Property to Subsidiary by Plan of Arrangement
J2 Metals Inc. Announces Spin Out of the
Twenty Mile Property to Subsidiary by Plan of
Arrangement
Vancouver, British Columbia--(Newsfile Corp. - October 27, 2025) - J2 Metals Inc. (TSXV: JTWO) ("
J2
"
or the "
Company
") is pleased to announce that the Company has entered into an arrangement
agreement (the "
Arrangement Agreement
") with J2's subsidiary, 1558117 B.C. Ltd. ("
Spinco
")
pursuant to which the Company proposes to spin out its Twenty Mile Project, located in British
Columbia's prolific Quesnel Trough Porphyry Belt
(the "
Spin-Out
").
The Spin-Out will provide investors with an ownership stake in two (2) separate specialized companies.
J2 will continue to focus on the advancement of its Napoleon and Miniac properties, while Spinco will
focus on advancing the Twenty Mile Project.
The Spin-Out will proceed by way of a statutory plan of arrangement (the "
Arrangement
") in accordance
with the provisions of the
Business Corporations Act
(British Columbia), whereby 5,000,000 Spinco
Shares, being all of the issued and outstanding common shares of Spinco (the "
Spinco Shares
") will be
distributed to the Company's shareholders, other than dissenting shareholders, in proportion to their
respective holdings of common shares of the Company on the share distribution record date (the "
Share
Distribution Record Date
"), which will be determined by the Company's Board of Directors and
announced by a news release in advance.
Holders of J2 options and warrants, who exercise their options and/or warrants before the Share
Distribution Record Date, will also be entitled to participate in the distribution of the Spinco Shares and
the outstanding J2 warrants will be adjusted in accordance with their terms to be exercisable into their
pro rata entitlement to the Spinco Shares. No fractional Spinco Shares will be distributed under the
Arrangement. Any fractions of Spinco Shares resulting from the Arrangement will be rounded down to
the nearest whole number without any compensation in lieu of such fraction. The Twenty Mile Project was
previously transferred to Spinco as part of an overall corporate structure re-organization in contemplation
of the Spin-Out. It is expected that Spinco will change its name to "Twenty Mile Metals Inc." at such time
as the B.C. Registries office re-opens following labour action in British Columbia.
Upon completion of the Arrangement, J2 shareholders will ultimately own shares in two (2) public
companies, and J2 will be focused on its Napolean Project in Alaska and Miniac Project in Quebec.
Completion of the Arrangement is subject to a number of conditions, including the following:
the approval by the shareholders of J2 by a special resolution at a special meeting expected to be
held in Q4 2025 (the "
Meeting
");
the approval of the Supreme Court of British Columbia (the "
Court
");
the acceptance of the Arrangement by the TSX Venture Exchange (the "
TSX-V
");
the conditional approval for the listing of the Spinco Shares on the TSX-V; and
the completion by Spinco of a private placement raising aggregate proceeds of at least $500,000.
The Arrangement cannot be completed until all the above conditions are met. A copy of the Arrangement
Agreement will be posted on SEDAR+ at
www.sedarplus.ca
under the Company's profile.
In accordance with the Arrangement Agreement, J2 will apply for an interim order from the Court
authorizing J2 to call the Meeting, at which shareholders will be asked to approve the Arrangement by
special resolution.
Additional details regarding the Arrangement will be included in the management information circular of
the Company (the "
Circular
"), which will be mailed to the shareholders of J2 prior to the Meeting.
After careful consideration, the Board of Directors of J2 has unanimously determined that the
Arrangement is fair to shareholders and is in the best interests of the Company. A description of the
various factors considered by the Board of Directors in arriving at this determination will be provided in
the Circular.
Following the Arrangement, Spinco will operate as a reporting issuer in the Provinces of British
Columbia, Alberta, and Ontario and will comply with its continuous disclosure obligations under
applicable Canadian securities laws. It is a condition of the Arrangement that the Spinco Shares be
conditionally approved for listing on the TSX-V. More detailed information regarding the Spinco Shares
and post-Arrangement Spinco will be set out in the Circular.
About J2 Metals Inc.
J2 Metals Inc. is a Vancouver-based mineral exploration company focused on discovering critical
minerals and precious metals in mining-friendly regions of Canada and the United States. The Company
was formerly known as Cranstown Capital Corp. and completed its qualifying transaction in March 2025.
For further information, please contact:
Thomas Lamb
CEO and Director
J2 Metals Inc.
Phone: 604-282-6384
E-Mail:
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain "forward-looking information" and "forward-looking statements"
(collectively "forward-looking statements") within the meaning of applicable securities legislation.
Forward-looking statements are frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or
statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved.
All statements, other than statements of historical fact, included herein, without limitation, including:
completion of the Spin-Out or the Arrangement; the mailing of the Circular; the date of the Meeting; J2
obtaining the Shareholder Approval, Court approval and TSX Venture Exchange approval of the
Arrangement; the completion of the name change of Spinco; the benefits of the proposed
Arrangement, including the unlocking of value for the Company's shareholders and the listing status
of the Spinco Shares, are all forward-looking statements. There can be no assurance that such
statements will prove to be accurate, and actual results and future events could differ materially from
those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon a number of assumptions and
estimates that, while considered reasonable by J2, are inherently subject to significant business,
economic, competitive, political and social uncertainties and contingencies. Many factors, both known
and unknown, could cause actual results, performance or achievements to be materially different from
the results, performance or achievements that are or may be expressed or implied by such forward-
looking statements and the parties have made assumptions and estimates based on or related to
many of these factors. Such factors include, without limitation, the ability to complete proposed
exploration work, the results of exploration, continued availability of capital, and changes in general
economic, market and business conditions. Readers should not place undue reliance on the forward-
looking statements and information contained in this news release concerning these items. J2 does
not assume any obligation to update the forward-looking statements of beliefs, opinions, projections,
or other factors, should they change, except as required by applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/271970