J4 Ventures Inc. Closes Subscription Receipt Financing

Vancouver, British Columbia–(Newsfile Corp. – December 16, 2025) – J4 Ventures Inc. (TSXV: JJJJ.P) (“J4” or the “Company“), a capital pool company listed on the TSX Venture Exchange (the “TSXV“), is pleased to announce the closing of the non-brokered private placement of 10,590,000 subscription receipts of the Company (“Subscription Receipts“) at a price of $0.05 per Subscription Receipt for aggregate gross proceeds of $529,500 (the “Offering“). The Offering was announced on August 6, 2025 in connection with the Company’s proposed qualifying transaction to acquire the Arthur Lake mineral property from Primary Hydrogen Corp. (the “Transaction“).

Each Subscription Receipt will entitle the holder to receive, without payment of any further consideration, a unit of J4 (each a “Unit“) upon the satisfaction of the escrow release conditions, which shall be triggered by: (i) the completion of the Transaction; (ii) TSXV approval of the Offering; (iii) J4’s delivery of notice to the escrow agent that all escrow release conditions have been met (collectively, the “Escrow Release Conditions“). Proceeds from the Offering will be held in escrow pending satisfaction of the Escrow Release Conditions. If the Transaction does not close within 180 days from the date hereof, the escrowed proceeds will be returned to subscribers on a pro rata basis.

Upon automatic conversion of the Subscription Receipts, each Unit shall consist of one common shares (each a “Share“) and one common share purchase warrant (each a “Warrant“) of the Company. Each Warrant will entitle the holder thereof to acquire an additional Share at an exercise price of C$0.06 per Share for a period of sixty (60) months from the date of issuance.

In connection with closing the Offering, the Company issued 258,780 non-transferrable finder’s warrants (the “Finder’s Warrants“) to certain eligible arm’s length finders. Each Finder’s Warrant is exercisable to acquire an additional Share at an exercise price of $0.06 for a period of sixty (60) months after issuance.

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

The Company’s chief financial officer, an insider of the Company, participated in the Offering through the purchase of 100,000 Subscription Receipts. The issuance of the Subscription Receipts to the insider is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company’s market capitalization.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward- looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management’s ability to manage and to operate the business, and explore and develop the projects, of the Company, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of the Company may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward- looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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