J2 Metals Inc. Announces Completion of Twenty Mile Spin-Out
Rhea-AI Summary
J2 Metals (TSXV: JTWOF) completed the spin-out of Twenty Mile Metals effective April 20, 2026, declaring a distribution. Shareholders of J2 on the April 27, 2026 record date will receive one New Common Share and 0.21921 Spinco share per J2 share.
Payment is expected on April 30, 2026. Approximately 71,024 Spinco shares are reserved for warrantholders. Spinco is not initially listed on TSX-V but aims to list before the end of Q2 2026. A private placement of 5,000,000 subscription receipts at $0.10 (aggregate ≥ $500,000) closed; each unit will include one Spinco share and one warrant exercisable at $0.15 for 36 months.
Positive
- Distribution ratio fixed at 1 J2 New Share + 0.21921 Spinco share
- Private placement closed for 5,000,000 subscription receipts at $0.10 (≥ $500,000)
- Warrant structure provides potential follow-on capital via $0.15 exercise price
Negative
- Spinco not initially listed on TSX-V, delaying immediate market trading
- Potential dilution from reserved 71,024 Spinco shares and outstanding warrants
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - April 20, 2026) - J2 Metals Inc. (TSXV: JTWO) ("J2" or the "Company") is pleased to announce that it has completed the previously announced plan of arrangement ("Arrangement") to spin-off of its wholly-owned subsidiary, Twenty Mile Metals Inc. ("Spinco"), which holds the Twenty Mile project located in British Columbia. The Arrangement closed effective 12:01 a.m. on April 20, 2026 (the "Effective Date"), which date is also the distribution declaration date.
Under the Arrangement, the owners of common shares of J2 (the "J2 Shares") on the share distribution record date, which will be April 27, 2026, are entitled to receive one new J2 Share (each a "New Common Share") and 0.21921 of a common share of Spinco (each a "Spinco Share") for each J2 Share held. The payment date for the New Common Shares and Spinco Shares is expected to be April 30, 2026. Approximately 71,024 Spinco Shares will be reserved by J2 for issuance to warrantholders of J2 on the Effective Date. The CUSIP number for the Spinco shares is 901319103. The New Common Shares will have a new CUSIP assigned and the Company will provide a further updates at the record date.
Following the Arrangement, Spinco will no longer be a wholly owned subsidiary of J2.
The Spinco shares will not initially be listed on the TSX Venture Exchange (the "TSX-V"), but Spinco will continue to pursue its planned listing to be completed prior to the end of Q2 2026. Spinco initiated its listing application following the announcement of the proposed Arrangement but requires additional time to complete the requirements of the TSX-V. J2 and Spinco have determined that it is in the interests of both entities to complete the Arrangement ahead of the listing of the Spinco shares to definitively fix the entitlement to Spinco securities.
All other conditions to the completion of the Arrangement, including the completion by Spinco of a private placement of subscription receipts (each a "Subscription Receipt") to raise aggregate gross proceeds of at least
Spinco reserves the right to issue additional Subscription Receipts prior to listing.
Each Unit will comprise one Spinco share and one share purchase warrant (each a "Warrant). Each Warrant will be exercisable to acquire an additional Spinco share at a price of
J2 will provide additional updates regarding the listing of the Spinco shares in due course.
About J2 Metals Inc.
J2 Metals Inc. (TSXV: JTWO) (FSE: OO1) is advancing gold and silver exploration projects with historical production or significant drill results in established mining jurisdictions in Mexico, Québec, and Alaska. The Company's Sierra Plata silver-gold-antimony project in Zacualpan, Mexico hosts multiple past-producing silver-gold mines, confirming its high-grade mineral endowment. At the Miniac Project in Québec's Abitibi Greenstone Belt, historical and Phase I drilling have confirmed strong discovery potential, with reported grades of up to 4.8 g/t gold and
Qualified Person
The technical information contained in this release has been reviewed and approved by Graham Giles, P.Geo., J2's VP Exploration, who is a Qualified Person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
For further information, please contact:
Thomas Lamb
CEO and Director
J2 Metals Inc.
E-Mail: info@j2metals.ca
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 news 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 or the Effective Date 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. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States and is not intended for distribution to U.S. newswire services or dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293290