Cranstown Signs Letter of Intent to Acquire J2 Metals Inc.

VANCOUVER, British Columbia, March 22, 2024 (GLOBE NEWSWIRE) — Cranstown Capital Corp. (“CRAN” or the “Company”), a capital pool company pursuant to Policy 2.4 (“TSXV Policy 2.4”) of the TSX Venture Exchange (the “TSXV”), announces that it has entered into a non-binding letter of intent dated March 21, 2024 (the “LOI”) with J2 Metals Inc. (“J2”) whereby CRAN will acquire all of the issued and outstanding securities of J2 by way of a share exchange, amalgamation or such other form of business combination as the parties may determine (the “Proposed Transaction”).

The Proposed Transaction is intended to constitute the Company’s “Qualifying Transaction” within the meaning of TSXV Policy 2.4.‎ Upon successful completion of the Proposed Transaction, it is anticipated that the Company will be listed as a Tier 2 Mining issuer on the TSXV and will carry on the business of J2.

Transaction Summary

Pursuant to the Proposed Transaction, the Company will issue common shares in the capital of the Company (“CRAN Shares”) to the holders of common shares in the capital of J2 (“J2 Shares”) on the basis one CRAN Share for each one J2 Share issued and outstanding on closing.

The Proposed Transaction is not a Non-Arm’s Length Qualifying Transaction (as such term is defined in TSXV Policy 2.4) and it is not currently contemplated that approval by the Company’s shareholders will be required or sought for the Proposed Transaction or that a shareholders’ meeting will be required for the Proposed Transaction. Upon the completion of the Proposed Transaction, it is expected that J2 will become a wholly owned subsidiary of the Company (the “Resulting Issuer”). No advances to be made by the Company to J2 are contemplated by the LOI and no finder’s fees are payable in connection with the Proposed Transaction.

The Company currently has 8,404,000 CRAN Shares issued and outstanding, as well as 840,400 stock options exercisable at $0.10 per CRAN Share.

The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Proposed Transaction on or before April 15, 2024 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), and the approval of the TSXV and other applicable regulatory authorities. All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars.

Further details concerning the Proposed Transaction (including additional financial and shareholder information regarding J2) and other matters will be announced if and when a definitive agreement is reached. It is not currently anticipated that the parties will complete any concurrent financing in association with the Proposed Transaction.

Information Concerning J2

J2 was incorporated on April 19, 2020 and is a privately held mining exploration company with its head office in Vancouver, British Columbia. There are currently 4,099,693 J2 Shares issued and outstanding, and there are no persons holding a controlling interest in J2. Toby Pierce, a director of both J2 and CRAN, is the holder of 18.3% of the outstanding shares of J2 and 11.9% of the outstanding shares of CRAN. Chris Beltgens, a director of J2 and an officer of CRAN, is the holder of 0.7% of the outstanding shares of J2 and 4.1% of the outstanding shares of CRAN.

J2’s exploration projects are focused on two 100% owned district scale projects in British Columbia and Alaska that offer potential exposure to gold and copper, and one property in Quebec that has been optioned to Stearman Resources Inc. (“Stearman”) (CSE: STMN). Stearman can earn up to 75% of the Miniac property, while J2 will retain 25%. The Miniac property consists of 78 mineral claims (4,110 hectares), located in the Abitibi region in Quebec.

More specifically, the two 100% owned district scale properties consist of the Twenty Mile property, which is located in Northcentral British Columbia and consists of 39 mineral claims over three blocks covering 18,966 hectares, and the Napoleon property, which is located in Eastern Alaska and consists of 108 mineral claims covering 5,925 hectares. J2 staked the Twenty Mile property in 2021 and 2022 after reviewing historic data within the region and concluding that it had been underexplored owing to limited outcrop and glacial cover. Further claim staking in 2022 added the Burn block to the project, which was a developed prospect that had extensive work completed in the 1970s which focused on the Molybdenum mineralization at Burn along with anomalous copper geochemistry.

In 2022, J2 completed a soil sampling program that consisted of conventional and MMI (Mobile Metal Ion) analysis. Results outlined a 1,300m geochemical anomaly on the main TM block. A total of $159,073 of work was completed on the claims. No work was completed in 2023 owing to extensive wildfires in the region and a protection order on the claims was granted to the claims by the Chief Gold Commissioner to September 2024.

The Napoleon property was optioned from Kenorland Minerals Ltd. (“Kenorland”) in February 2021. J2 successfully earned 100% of the project after incurring $500,000 in exploration expenditures later in 2021. This was achieved through a 13 hole, 3785ft RAB drill program that tested extensions of past drilling.

Drilling was conducted by GroundTruth Exploration using their “GT RAB Drill”, a rubber track mounted, wireless remote controlled platform with a hydraulic tilting mast assembly and rotary drill head. Individual drill holes can be drilled to 100m in depth with minimal disturbance to the surrounding vegetation. RAB drilling produces bedrock chip samples at 5 foot (1.52m) intervals which are analyzed on site by XRF analysis and chipped logged by a Kenorland geologist. Data was recorded in Kenorland’s Fulcrum database software.

Samples were securely stored and shipped to Bureau Veritas Laboratories (BV) in Fairbanks Alaska which is independent of J2 Metals Inc. Due to a lengthy backlog at the Fairbanks lab, samples were re-shipped to BV’s Timmins Ontario Lab for prep and multielement analysis and then to the Vancouver lab for gold fire assay. All RAB drill samples were prepared using procedure PRP70-250 (crush, split, and pulverize 250g to 200 mesh). Samples in Timmins were analyzed by ICP-MS analysis using BV’s MA200 method. Samples were then sent to Vancouver, Canada, where they underwent analysis for gold by method FA430 (30-gram Fire Assay fusion with an atomic absorption finish (AAS). Industry standard QAQC procedures occurred at BV which involved a series of duplicates, blanks and known standards. J2 also submitted a series of blanks and known standards within sample shipments to BV labs for additional analysis for QAQC purposes. It is the QP’s opinion that check assays submitted to BV laboratory showed good correspondence and fell within acceptable limits.

Results from the drilling were designed to test historical drill results that were completed by Kennecott and Teck Resources between 1998 and 2001 over the Main Zone target area. Results are detailed below. As the drilling was conducted by RAB drilling, the drill chips do not provide any indication of the true widths of mineralization.

True widths are not known at this time. All widths reported are drilled widths. “21NAPRAB” drill hole prefixes equate to 2021 RAB drill holes. RAB drill holes are sampled on 5-foot drill rod lengths and converted to metric for input into the drill database and assay table. Lengths are rounded to two significant figures.

A property wide LiDAR survey was conducted in 2022 along with a 2,500 line kilometer drone magnetic survey. Pioneer Exploration of Ottawa Ontario conducted the surveys with a 25m line spacing for the drone magnetic portion. These expenditures totaled $154,000 and will aid in structural modelling, future step out drilling away from the main zone as well as further property exploration.

A 2% net smelter return on the Napoleon project is held by Kenorland (1%), Kennecott Exploration Company (0.5%) and Millrock Alaska LLC (0.5%).

The technical information in this document has been prepared and verified by Graham David Giles, P. Geo, VP Exploration of J2 Metals and a qualified person within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Management and Board of Directors

The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the Resulting Issuer upon completion of the Proposed Transaction, with the addition of a CFO to be announced at a later date. All directors and officers are subject to TSXV acceptance.

Thomas Lamb, CEO and Director. Mr. Lamb is CEO of Myriad Uranium Corp. and a director of Sasquatch Resources Corp. He co-founded and was a director of M2 Cobalt, which sold to Jervois Global. He then served as an executive of Jervois. Mr. Lamb is co-founder and CEO of East Africa-focused Auranda Minerals, which generated Rift Copper and M2. He co-founded Goldgroup Mining and is a former director of The Uzhuralzoloto Group, at the time Russia’s second-largest gold producer. Mr. Lamb has founded and helped lead several other private and public companies. He holds an MSc from London Business School, where he was a Sloan Fellow. Mr. Lamb also holds JD and BA degrees. Early in his career he was a securities lawyer.

Toby Pierce, Director. Mr. Pierce is currently CEO and director of TAG Oil Ltd, a TSX-listed oil and gas developer in the MENA region. His 26 years of experience in the resource sector have given him deep geological and financial understanding of the mineral exploration industry. He has been a founder, CEO or director of numerous private and public mining and natural resource companies. They have included Benchmark Metals, New Placer Dome Gold, Gold Line Resources, Crest Petroleum, North Country Gold, Brilliant Resources, Red Tail Metals, and Kingfisher Metals as well as numerous shell companies in the Canadian and London markets. Mr. Pierce holds an MBA from the Rotman School of Business and a Bachelor of Science degree in Earth Sciences from the University of Victoria.

Chris Beltgens, Director. Mr. Beltgens has more than 10 years of experience in corporate finance, investment, and business development and corporate finance. Currently a director of Kingfisher Metals Inc., since April 2016 he has been the Vice President of Corporate Development for TAG Oil Ltd. Mr. Beltgens previously spent six years in London working in investment banking. He has completed the CFA program, received an MBA from the University of Toronto and a BSc degree from the University of Victoria.

Giuseppe (Pino) Perone, Corporate Secretary. Mr. Perone is a lawyer with extensive corporate experience as corporate counsel and as a senior executive and director for various public and private companies in the resource and technology sectors. His areas of expertise include securities, corporate commercial, mergers and acquisitions, capital market, regulatory compliance, and corporate governance. He has a BA from the University of Victoria and an LLB from the University of Alberta. Mr. Perone is a member in good standing of the Law Society of British Columbia.

Sponsorship

The Proposed Transaction is subject to the sponsorship requirements of the TSXV unless an exemption from those requirements is granted. The Company intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained.

Trading Halt

Trading in the Company’s shares has been halted in accordance with TSXV policies and will remain halted pending TSXV review of the Proposed Transaction, completion of various regulatory filings with the TSXV in connection therewith, and satisfaction of other conditions of the TSXV for the resumption of trading. Trading in the Company’s shares may not resume before closing of the Proposed Transaction.

Name Change

Upon completion of the Proposed Transaction, the Company intends to change its name to “J2 Metals Inc.” or such other name as J2 may determine.

Further Information

Further details about the Proposed Transaction and the Resulting Issuer will also be contained in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

For further information, please contact:

Toby Pierce
CEO and Director
Cranstown Capital Corp.
Phone: 604-609-3355
E-Mail: tobypierce@hotmail.com

Reader Advisories

The information provided in this news release regarding J2 and the proposed officers and directors of the Resulting Issuer has been provided by J2 and ‎has not been independently verified by the Company.

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 TSXV has in no way passed upon the merits of the Proposed Transaction ‎and has neither approved nor disapproved the contents of this news release.‎

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.‎

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities in any jurisdiction.‎ The securities referred to in this news release have not been, and will not be, registered under the ‎United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are registered under the ‎United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable ‎exemption from the such U.S. registration requirements is available. This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of ‎securities in the United States must be made by means of a prospectus containing detailed ‎information about the company and management, as well as financial statements.‎

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of Canadian ‎securities legislation. ‎Forward-looking information generally refers to information about an ‎issuer’s business, capital, or operations ‎that is prospective in nature, and includes future-oriented ‎financial information about the issuer’s prospective ‎financial performance or financial position. ‎The forward-looking information in this news release includes ‎disclosure about the terms of the ‎Proposed Transaction, the anticipated management team of the Resulting Issuer and J2’s business operations and ‎prospects.‎ ‎The Company and J2 have made certain material assumptions, including but not limited ‎to: ‎prevailing market conditions; general business, economic, competitive, political and social ‎uncertainties; ‎delay or failure to receive board, shareholder or regulatory approvals; and the ‎ability of J2 to ‎execute and achieve its business objectives, to develop the forward-looking ‎information in this news release. There ‎can be no assurance that such statements will prove to be ‎accurate, as actual results and future events could differ ‎materially from those anticipated in such ‎statements. Accordingly, readers should not place undue reliance on ‎forward-looking statements. ‎Actual results may vary from the forward-looking information in this news release due ‎to certain ‎material risk factors. These risk factors include, but are not limited to: adverse market conditions; ‎the ‎inability of the Company or J2 to complete the ‎Proposed Transaction on the terms ‎disclosed in this news release, or at all; reliance on key and qualified personnel; regulatory and ‎other risks associated with the mining industry in general, as well as those risk factors discussed ‎or referred to in disclosure documents filed by the Company with the securities regulatory ‎authorities in certain provinces of Canada and available at www.sedarplus.ca. The foregoing list of ‎material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an ‎unexpected manner, or should assumptions underlying the forward looking information prove ‎incorrect, the actual results or events may differ materially from the results or events predicted. Any ‎such forward-looking information is expressly qualified in its entirety by this cautionary statement. ‎Moreover, the Company does not assume responsibility for the accuracy or completeness of such ‎forward-looking information. The forward-looking information included in this news release is ‎made as of the date of this news release and the Company undertakes no obligation to publicly ‎update or revise any forward-looking information, other than as required by applicable law.‎