Primary Hydrogen Announces Definitive Agreement for Arthur Lake Property

Rhea-AI Summary

Primary Hydrogen (OTCQB: HNATF) has signed a definitive agreement with J4 Ventures to sell its 100% interest in the Arthur Lake Property in British Columbia. The transaction terms include 500,000 common shares of J4 and a C$50,000 cash payment upon closing, plus a 2% NSR royalty retention.

The deal's completion is contingent on several conditions, including a NI 43-101 technical report, J4's minimum C$600,000 financing, due diligence, and regulatory approvals. Upon completion, J4 is expected to be listed as a Tier 2 mining issuer on the TSXV.

Positive

• Immediate cash infusion of C$50,000 and 500,000 shares upon closing
• Retention of 2% NSR royalty providing potential future revenue stream
• Strategic divestment aligns with company's focus while maintaining upside exposure

Negative

• Transaction completion subject to multiple conditions including third-party financing
• No guaranteed value of J4 shares received as compensation
• Potential loss of direct control over Arthur Lake Property's development

Calgary, Alberta--(Newsfile Corp. - August 6, 2025) - Primary Hydrogen Corp. (TSXV: HDRO) (FSE: 83W0) (OTCQB: HNATF) ("Primary" or the "Company") announces that it has entered into a definitive agreement dated August 5, 2025 (the "Definitive Agreement") with J4 Ventures Inc. ("J4"), a TSXV-listed capital pool company, for the sale of a 100% interest in the Arthur Lake Property (the "Property") located in British Columbia.

Pursuant to the terms of the Definitive Agreement, J4 will acquire the Property by issuing to Primary Hydrogen (i) 500,000 common shares of J4 and (ii) a cash payment of C$50,000, both payable on closing. Primary Hydrogen will also retain a 2% net smelter return (NSR) royalty on the Property.

Closing of the transaction is subject to customary conditions, including but not limited to:

• Completion of a National Instrument 43-101 compliant technical report on the Arthur Lake Property acceptable to the TSX Venture Exchange (the "TSXV");
• Completion of a minimum C$600,000 financing by J4;
• Completion of satisfactory due diligence by both parties;
• Receipt of all required regulatory and third-party approvals; and
• Acceptance of the transaction by the TSXV.

There can be no assurance that the transaction will be completed as proposed or at all. The transaction is arm's length and is not expected to require shareholder approval by J4. If completed, J4 is expected to be listed as a Tier 2 mining issuer on the TSXV.

About Primary Hydrogen Corp.

Primary Hydrogen is dedicated to the exploration and development of natural hydrogen resources. With over 740 acres in the U.S. and 230 square kilometers across Canada, the Company's portfolio includes the Blakelock, Hopkins, Mary's Harbour, Point Rosie, Crooked Amphibolite, Coquihalla, and Cogburn projects. Primary also holds the Arthur Lake copper project in British Columbia and has an option to acquire a 75% interest in a hydrogen-REE project known as Wicheeda North, also located in British Columbia.

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FOR FURTHER INFORMATION PLEASE CONTACT:

Ben Asuncion
Chief Executive Officer
Primary Hydrogen Corp.
Email: ben@primaryh2.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements regarding the completion of the proposed transaction with J4 Ventures Inc., required approvals, the anticipated TSXV listing of J4 as a Tier 2 mining issuer, and the Company's project holdings and exploration plans.

Forward-looking statements are based on a number of assumptions, including the ability to satisfy closing conditions, receipt of required regulatory approvals, and the parties' ability to complete the transaction as contemplated. These statements are subject to risks and uncertainties, including, but not limited to, delays or failure to obtain necessary approvals, changes in market or regulatory conditions, or the inability to complete the transaction on the proposed terms.

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to revise or update these statements to reflect future events or circumstances.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261441

FAQ

What are the terms of Primary Hydrogen's (HNATF) Arthur Lake Property sale to J4 Ventures?

Primary Hydrogen will receive 500,000 common shares of J4, a C$50,000 cash payment, and retain a 2% NSR royalty on the Property.

What conditions must be met for the HNATF Arthur Lake Property sale to close?

The deal requires completion of a NI 43-101 technical report, J4's C$600,000 minimum financing, satisfactory due diligence, and regulatory approvals including TSXV acceptance.

Will Primary Hydrogen (HNATF) shareholders need to approve the Arthur Lake Property sale?

No, the transaction is arm's length and is not expected to require shareholder approval.

What royalty will Primary Hydrogen retain from the Arthur Lake Property sale?

Primary Hydrogen will retain a 2% net smelter return (NSR) royalty on the Property.

When is the Arthur Lake Property sale expected to close?

The closing date is not specified, as it depends on meeting several conditions including regulatory approvals and financing requirements.