J2 Metals Inc. Announces Shareholder Approval for Spin-Out
December 04, 2025 9:28 PM EST | Source: J2 Metals Inc.
Vancouver, British Columbia--(Newsfile Corp. - December 4, 2025) - J2 Metals Inc. (TSXV: JTWO) ("J2" or the "Company") is pleased to announce that the Company's shareholders ("Shareholders") approved the plan of arrangement (the "Arrangement") with Twenty Mile Metals Inc. (formerly 1558117 B.C. Ltd.) ("Spinco") at the special meeting of Shareholders held on December 3, 2025 (the "Meeting").
Under the Arrangement 5,000,000 Spinco shares, being all of the issued and outstanding common shares of Spinco (the "Spinco Shares"), will be distributed to the 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 release in advance.
Following the Arrangement, Spinco will no longer be a wholly owned subsidiary of J2. Shareholders voted a total number of 6,206,162 shares representing 28.23% of the outstanding shares present in person or represented by proxy at the Meeting. The Arrangement was approved by 99.84% of the votes cast by Shareholders. Shareholders also approved the share incentive plan of the Spinco (the "Spinco Incentive Plan") at the Meeting. The Spinco Incentive Plan was approved by 99.84% of the votes cast by Shareholders.
The Company intends to make an application to the Supreme Court of British Columbia (the "Court") for a final order on December 10, 2025.
Completion of the Arrangement remains subject to a number of conditions, including the following:
- the approval of 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 dated October 24, 2025, between J2 and Spinco is available on SEDAR+ at www.sedarplus.ca under the Company's profile.
The Company will provide updates on the timing for completion of the Arrangement, as well as the Share Distribution Record Date in further releases.
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.
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 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 Arrangement; the date of the Meeting; J2 obtaining Court approval and TSX-V approval of the Arrangement; 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.
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