JVR Ventures Inc. Enters into Agreement for Qualifying Transaction with Luna Energy Ltd. and Its Cabayu Uranium Project

Vancouver, British Columbia--(Newsfile Corp. - March 25, 2025) - JVR Ventures Inc. (TSXV: JVR.P) ("JVR" or the "Corporation") is pleased to announce that it has entered into a binding term sheet dated March 25, 2025 (the "Agreement") with Luna Energy Ltd. ("Luna"), a private company incorporated under the Business Corporations Act (British Columbia), pursuant to which JVR will acquire all of the issued and outstanding securities of Luna, with such arm's length acquisition (the "Proposed Transaction") constituting a reverse take-over of the Corporation, subject to the terms and conditions outlined below. The Corporation, as the resulting issuer following the completion of the Proposed Transaction (the "Resulting Issuer"), will continue the business of Luna. The Corporation intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is as defined by TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies ("Policy 2.4"). In connection with the Proposed Transaction, the Corporation will issue subsequent news releases setting out further information contemplated in Policy 2.4. On closing of the Proposed Transaction, it is anticipated that the common shares of the Resulting Issuer (the "Resulting Issuer Shares") will be listed for trading on the TSXV as a Tier 2 Mining Issuer.

About the Cabayu Uranium Project

Starting in 2023 Luna focused its efforts on the uranium potential of the western portion of the Paraná sedimentary basin in Paraguay. Exploration work completed by Anschutz Corporation between 1976 and 1983, along with insights derived from subsequent historical exploration work focused in two areas currently held by Uranium Energy Corp. ("UEC"), within the western flank of the basin, informed Luna's focus. Upon acquiring, digitizing, georeferencing and reinterpreting all the Anschutz and other available historical data - geophysical and geological, Luna's field team spent considerable time in the field locating historical drill holes assessing local community dynamics, roads and related access and infrastructure considerations. Subsequently, Luna, through its 82.58% owned Paraguayan subsidiary company Arasy Minas S.A., filed twelve applications covering fourteen individual Prospection Permits in southeastern Paraguay (collectively, the "Cabayu Uranium Project"), spanning a distance of nearly 500km from north to south and almost 200km from east to west, along the western flank of the basin. The permits applied for vary in size from 1,345 to 50,760ha in area (13.45 to 507.6sqkm). As of January 12, 2025, all but one of the permits have obtained preliminary approval.

Uranium is commonly found in sedimentary basins of various geological ages around the world, and the Paraña basin is no exception with sediment-hosted uranium deposits known both Brazil and Paraguay, along the northeastern, eastern and western flanks of the basin, respectively. Exploration interest in the western portion of the basin dates back to the mid-1970s when Denver-based petroleum company, Anschutz Corporation, carried out extensive exploration work over nearly all the portion of the basin that lies within Paraguay, leading to the documentation of several sub-cropping uranium occurrences and anomalies nearly all of which were found within the Permian Miguel Formation at depths from 95-150 meters below surface. A precipitous drop in uranium prices led Anschutz to suspend its work in 1983. In the intervening decades successive efforts by a number of companies have advanced what Anschutz started, with the delineation of reduction-oxidation boundaries from Anschutz's and later drilling and the eventual documentation of significant concentrations of uranium in the range of 0.04-0.06% U₃O₈, sufficient for underground in-situ recovery methods ("ISR").

Two such mineralized areas have been documented, situated roughly in the middle of the larger area within which all of Luna's permit applications are located. Both are currently held by Uranium Energy Corp. A 2022 technical report prepared by Douglas Beahm et al estimated a mineral resource for the Yuty uranium deposit, one of the two properties held by UEC, shown in the table below (Beahm, D.L., Yancey, C., & Fernandez-Crosa, C., 2022: YUTY URANIUM PROJECT, INITIAL ASSESSMENT, prepared for Uranium Energy Corporation by BRS Engineering Inc.). Mr. Beahm is a Professional Geologist registered in the State of Texas. In addition to uranium mineralization intersected in drilling by Anschutz, more recent workers including Crescent Resources intersected uranium mineralization in several holes on what is today UEC's Colonel Oviedo property, eleven of which intersected uranium mineralization of greater than 0.03% eU₃O₈ over intervals ranging from 0.3-5.58m. The average intercept thickness was 3.06m at an average grade of 0.041% eU₃O₈. A 2008 technical report prepared by Scott Wilson Roscoe Postle Associates Inc. (Hrayr Agnerian, MSc, PGeo) reviews Crescent's work and results in detail (Agnerian, H., 2008: TECHNICAL REPORT ON THE CORONEL OVIEDO URANIUM PROJECT, PARAGUAY, prepared for Crescent Resources Corp. by Scott Wilson Roscoe Postle Associates, Inc.).

A number of Luna's permit applications lie in close geographical and geological proximity to these two UEC properties; two of them are contiguous with the southern boundary of UEC's Yuty property and one is contiguous with the northern boundary of UEC's Colonel Oviedo property.

Mineral resources estimate, Yuty uranium deposit (source: Beahm, D.L., Yancey, C.,
& Fernandez-Crosa, C., 2022: YUTY URANIUM PROJECT, INITIAL ASSESSMENT,
prepared for Uranium Energy Corporation by BRS Engineering Inc.)

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11497/246071_d96ec859e4d3986e_001full.jpg

The technical information in this news release has been reviewed and approved by Avrom E. Howard, MSc, PGeo, a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Luna has commissioned a NI 43-101 compliant technical report on the Cabayu Uranium Project, which has been completed subject to approval of the TSXV and will be made publicly available in connection with the Proposed Transaction. Readers are cautioned that the presence of mineralization on adjacent properties is not necessarily indicative of mineralization which may exist on areas controlled by Luna.

About Luna Energy Ltd.

Luna Energy Ltd. was incorporated on April 26, 2021 under the Business Corporations Act (British Columbia). Luna's largest shareholder is Fiduc Group (Family Investment Office based in Argentina), owning approximately 21% of the outstanding shares of Luna. Federico Agardy, a director of Luna and proposed director of the Resulting Issuer, is Partner and Director of Fiduc Group.

A summary of the significant financial information of Luna for the fiscal years ended March 31, 2024 and 2023, disclosed in accordance with TSXV policies, is included in the table below:

Additional financial information with respect to Luna will be provided in the Filing Statement to be filed in connection with the Proposed Transaction.

Summary of the Qualifying Transaction

It is expected that the Proposed Transaction will be structured as a "three-cornered amalgamation" involving the Corporation, a newly established wholly-owned subsidiary of the Corporation ("Subco") and Luna, pursuant to which Resulting Issuer Shares will be issued to holders of common shares in the capital of Luna (the "Luna Shares"). The Corporation currently has 6,000,000 common shares (the "JVR Shares") issued and outstanding. Additionally, the Corporation has 600,000 options to purchase JVR Shares granted and outstanding (the "JVR Options") and 400,000 warrants to purchase JVR Shares issued and outstanding (the "JVR Warrants"). There are currently 39,939,447 Luna Shares issued and outstanding. Additionally, Luna has 808,400 options to purchase Luna Shares granted and outstanding (the "Luna Options") and 307,226 warrants to purchase Luna Shares issued and outstanding (the "Luna Warrants"). Luna also has $100,000 of convertible debt plus estimated accrued interest of $5,000 (the "Convertible Debt") which will be converted to Luna Shares immediately prior to completion of the Proposed Transaction.

In connection with closing of the Proposed Transaction, it is expected that, among other things:

• Luna and Subco will be amalgamated under the provisions of the Business Corporations Act (British Columbia) and the resulting amalgamated entity will become a wholly-owned subsidiary of the Corporation ("Amalco").

• Each Luna Share will be cancelled, and the former holders of Luna Shares (including the Luna Shares issued under the Offering and Liquidity Buffer Financing (as defined below)) will receive 0.45 of a Resulting Issuer Share for each Luna Share held by them.

• The outstanding Convertible Debt and accrued interest thereon will convert to Luna Shares, and the holders will then receive Resulting Issuer Shares in exchange based upon a deemed price of $0.1485 per Resulting Issuer Share.

• Each issued and outstanding common share in the capital of Subco ("Subco Shares") shall be exchanged for, and the Corporation shall be entitled to receive, one fully paid and non-assessable common share in the capital of Amalco, and upon the completion of the Amalgamation all of the issued and outstanding Subco Shares shall be cancelled.

• JVR Options will be exercisable into 600,000 Resulting Issuer Shares at an exercise price of $0.10 per JVR Option.

• JVR Warrants will be exercisable into 400,000 Resulting Issuer Shares at an exercise price of $0.10 per JVR Warrant.

• Luna Options and Luna Warrants will be exercisable into Resulting Issuer Shares based on a ratio of 0.45 of a Resulting Issuer Share for each Luna Option and Luna Warrant.

• The Resulting Issuer will have obtained conditional approval of the TSXV for the listing on the TSXV of the Resulting Issuer Shares, as required by the policies of the TSXV.

It is expected that following the completion of the Proposed Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: 18,679,821 Resulting Issuer Shares (40.03%) held by former Luna shareholders; 6,000,000 Resulting Issuer Shares (12.86%) held by existing JVR shareholders; and 21,969,697 Resulting Issuer Shares (47.10%) held by purchasers under the Offering and Liquidity Buffer Financing.

The Proposed Transaction is conditional upon the completion of the Offering, as further described below.

The Proposed Transaction will constitute an Arm's Length Qualifying Transaction (as such term is defined in the policies of the TSXV). No person who or which is a Non-Arm's Length Party of JVR has any direct or indirect beneficial interest in Luna or its assets (including the Cabaya Uranium Project) prior to giving effect to the Proposed Transaction and no such persons are also directors or officers of Luna. Similarly, there is no known relationship between or among any person who or which is a Non-Arm's Length Party of JVR and any person who or which is a Non-Arm's Length Party to Luna.

No finder's fees are payable in connection with the Proposed Transaction.

Subject to applicable laws and TSXV policies (including required escrow), it is anticipated that all Resulting Issuer Shares issued in exchange for the Luna Shares on closing of the Proposed Transaction will be freely tradable pursuant to applicable securities laws in Canada.

In accordance with the Agreement, closing of the Transaction is expected to occur prior to June 30, 2025, or such date as may be extended by the parties. Either party may terminate the Letter Agreement if the Definitive Agreement is not entered into by April 30, 2025.

Conditions to Closing

The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (ii) the negotiation of definitive documentation in respect of the Proposed Transaction; (iii) the absence of any material change or a change in a material fact or a new material fact affecting the Corporation or Luna; (iv) if applicable, the Corporation having received appropriate approvals from its shareholders; (v) Luna having received appropriate approvals from its shareholders; (vi) the completion of the Offering and, if applicable, the Liquidity Buffer Financing, such that the Resulting Issuer has sufficient working capital to meet the listing requirements of the TSXV; (vii) the completion of a NI 43-101 compliant technical report in respect of the Cabayu Uranium Project; (viii) the JVR Options having been exchanged for Resulting Issuer Options on a 1:1 basis; (ix) the JVR Warrants having been exchanged for Resulting Issuer Warrants on a 1:1 basis; (x) the Luna Convertible Debt and accrued interest thereon having been exchanged for approximately 707,070 Resulting Issuer Shares; and (xi) the Luna Options and Luna Warrants shall be exchanged for options and warrants of the Resulting Issuer, respectively, on the basis of 0.45 of a Resulting Issuer Share for each underlying Luna Option or Luna Warrant, with corresponding adjustments to the exercise prices. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

Financing

In connection with the Proposed Transaction, Luna proposes to issue and sell, on a non-brokered private placement basis, subscription receipts for gross proceeds of up to $3,500,000, less the gross proceeds from the Liquidity Buffer Financing, if applicable (as described below) (the "Offering"). Each subscription receipt will convert to a Resulting Issuer Share at a price per Resulting Issuer Share of $0.165 upon Closing of the Proposed Transaction. Proceeds from the Offering and Liquidity Buffer Financing will be used for exploration of the Cabayu Uranium Project and general working capital. In connection with completion of the Offering, Luna may pay finders' fees to eligible third-parties who have assisted in introducing subscribers. Completion of the proposed Offering is a condition to the Closing of the Proposed Transaction.

In order to ensure that Luna maintains sufficient liquidity to meet its obligations prior to Closing of the Proposed Transaction, Luna may complete financing of up to $500,000 in one or more tranches (the "Liquidity Buffer Financing"). The Liquidity Buffer Financing, if applicable, will be completed through the issuance of convertible debentures which will convert to Resulting Issuer Shares at a price per Resulting Issuer Share of $0.132 immediately prior to Closing of the Proposed Transaction.

The Resulting Issuer

Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to "Luna Energy Ltd." and that the Resulting Issuer will be a Tier 2 Mining Issuer under the policies of the TSXV.

Concurrently with the completion of the Proposed Transaction, it is expected that all directors and officers of JVR, other than Jessica Van Den Akker, will resign, and be replaced by nominees put forth by Luna. The directors of the Resulting Issuer are anticipated to include Emily Hersh, Federico Agardy and Jessica Van Den Akker. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected.

Emily Hersh is anticipated to become the Chief Executive Officer of the Resulting Issuer. The remaining officer positions are being finalized and will be announced before the Closing of the Proposed Transaction. Biographies of the proposed CEO and directors of the Resulting Issuer are as follows:

Emily Hersh, Chief Executive Officer and Director - Ms. Hersh is the founding CEO and director of Luna Energy. Emily brings global experience to the enegry minerals lifecycle from exploration to advanced critical minerals processing. Her past advisory roles include, Challenger Exploration (ASX: CEL), American Lithium (TSX: LI-V) and Boston-based Pure Lithium metal company. She has worked extensively in South America and the mining industry for over 15 years. She is a non-resident fellow at the Payne Institute of the Colorado School of Mines, a founder of the Association of Women in Energy and Sustainability (AMES) in Argentina and Women in Mining (WIM) Argentina. She holds a B.Sc from Tulane University and a M.A. from American University

Federico Agardy, Director - Mr. Agardy has been a director of Luna Energy since 2022. He is a Partner and Director at Fiduc Group (Family Investment Office based in Argentina), which is a principal investor of Luna Energy. Federico's career spans over 25 years of experience as an angel investor and entrepreneur. He has actively participated in the startup and seed raise for over a dozen companies, including serving on the board of several of them.

Jessica Van Den Akker, Director - Ms. Van Den Akker is a Chartered Professional Accountant (CA) with 20 years' experience in the resource sector. She has served as director, audit committee chair and CFO of numerous TSXV-listed companies. She has led companies through mergers and acquisition transitions and established guidelines, policies and best practices for regulatory markets, operations and financial reporting. Ms. Van Den Akker is a graduate of Simon Fraser University where she received a Bachelor of Business Administration, followed by extensive experience through a Canadian audit firm providing reporting and accounting assurance services to publicly traded companies.

Sponsorship

Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless exempt therefrom in accordance with the TSXV's policies or a waiver is obtained. In the absence of an available exemption from the sponsorship requirements, JVR and Luna intend to make an application to the TSXV for a waiver from sponsorship requirements. There is no assurance that if applied for, a waiver will be granted.

Trading Halt

Trading in the common shares of the Corporation is currently halted in accordance with the policies of the TSXV and the trading of the Corporation's common shares is expected to remain halted pending completion of the Proposed Transaction.

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, the Corporation will file a Filing Statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, any financing completed prior to closing of the Proposed Transaction, the Corporation, Luna and the Resulting Issuer following completion of the Proposed Transaction.

About JVR

JVR is a CPC governed by the policies of the TSXV. JVR's principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.

Additional Information

Further updates, including additional officers of the Resulting Issuer, and any further particulars of Luna, the Resulting Issuer and the Offering will be provided in a subsequent news release in accordance with the policies of the TSXV as the Proposed Transaction advances.

All information contained in this press release with respect to the Corporation and Luna was supplied for inclusion herein by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

On behalf of JVR Ventures Inc.

"Kristen Reinertson"

Kristen Reinertson
CEO, CFO, Corporate Secretary and Director

Cautionary Note

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

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the business plans of JVR, Luna and the Resulting Issuer; the terms and conditions of the Offering and Liquidity Buffer Financing and the terms and conditions of the Proposed Transaction, including receipt of TSXV and shareholder approval; the timing of the Proposed Transaction, the board of directors and management of the Resulting Issuer, and the closing of the Proposed Transaction. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, JVR and Luna have made numerous assumptions including among other things, assumptions about general business and economic conditions, the prices of uranium and other minerals, and anticipated costs and expenditures of the Proposed Transaction. The foregoing list of assumptions is not exhaustive. Although management of JVR and Luna believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Offering and Liquidity Buffer Financing and the availability of financing for the Resulting Issuer; risks relating to the receipt of all requisite approvals for the Proposed Transaction, including the approval of TSXV, Luna shareholders and JVR shareholders, if applicable; risks associated with the business of Luna given its limited operating history; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting mining concessions); and other risk factors as detailed from time to time. JVR and Luna do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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