J2 Metals Inc. — M&A Activity 2025

Mar 21, 2025

Form 51-102F3
Material Change Report

Item 1
Name and Address of Company
J2 Metals Inc. (the "Company")
1710-1050 W. Pender St.
Vancouver, BC, V6E 3S7

Item 2
Date of Material Change
March 19, 2025

Item 3
News Release
A news release was disseminated on March 19, 2025.

Item 4
Summary of Material Change
The Company has completed its acquisition of all the issued and outstanding shares of J2 Metals Inc. ("J2") in exchange for the issuance of an aggregate of 9,934,347 common shares of the Company (the "Transaction"). The Transaction constitutes the Company's Qualifying Transaction as such term is defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSX-V").

Trading in the Company's common shares ("Company Shares") is expected to re-commence on the TSX-V on or about March 24, 2025, under the symbol "JTWO". A total of 6,629,700 Company Shares held by certain shareholders are subject to escrow restrictions in accordance with the policies of the TSX-V.

Item 5
Full Description of Material Change
The Company has completed the Transaction that constitutes the Company's Qualifying Transaction as such term is defined in Policy 2.4 - Capital Pool Companies of the TSX-V.

Trading in the Company Shares is expected to re-commence on the TSX-V on or about March 24, 2025, under the symbol "JTWO". A total of 6,629,700 Company Shares held by certain shareholders are subject to escrow restrictions in accordance with the policies of the TSX-V.

Pursuant to the Transaction, the Company's wholly owned subsidiary, 1517805 B.C. Ltd., amalgamated with the Target to form 1531924 B.C. Ltd., which became a subsidiary of the Company and the Company issued an aggregate of 9,934,347 Company Shares to the holders of

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common shares of the Target ("Target Shares") on the basis of one Company Share for each Target Share at a deemed price of $0.10 per Target Share, which included an aggregate of 4,400,000 Target Shares issued as part of the concurrent financings completed by the Target and the Company in connection with the Transaction as described below.

Concurrently with the Transaction, the Company changed its name to "J2 Metals Inc.", being the historical name of the Target.

As a result of the Transaction, the Company has an aggregate of 21,182,347 Company Shares issued and outstanding on a non-diluted basis, including the Company Shares issued in connection with the concurrent financings described below.

Concurrent with closing of the Transaction, the board of directors of the Company was constituted as Thomas Lamb, Toby Pierce, Chris Beltgens, Dmitry Serov, and Mark Goodman. Thomas Lamb has been appointed Chief Executive Officer, Ivan Riabov has been appointed Chief Financial Officer, Graham Giles has been appointed VP Exploration, and Giuseppe (Pino) Perone has been appointed Corporate Secretary of the Company.

In connection with the Transaction, each of the Target and the Company completed certain non-brokered private placements.

On December 30, 2024, the Target completed a non-brokered financing raising aggregate gross proceeds of $489,400 (the "J2 Financing"), of which $296,400 was raised through the issuance of 2,470,000 Target Shares issued on a 'flow through basis' under the Income Tax Act (Canada) (the "FT Shares") at a price of $0.12 per FT Share, and the remaining $193,000 was raised through the issuance of 1,930,000 non-flow through Target Shares at a price of $0.10 per Target Share.

The Target paid aggregate cash finder's fees of $19,284 to registrants in association with the J2 Financing and issued 180,000 finder's warrants ("J2 Finder Warrants"). Each J2 Finder Warrant is exercisable to acquire a Target Share at a price no less than $0.10 per Target Share until December 31, 2026. Upon closing of the Transaction, the J2 Finder Warrants became exercisable for Company Shares on the same terms.

The Target Shares issuable in the J2 Financing, including the FT Shares, were exchanged for Company Shares, along with all other outstanding Target Shares, and are free of resale restrictions.

On February 27, 2025, the Company has completed a non-brokered financing (the "CRAN Financing" and together with the J2 Financing, the "Financings") raising aggregate gross proceeds of $270,000 through the sale of 2,700,000 common shares at a price of $0.10 per share.

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The Company paid a finder's fee of $14,400 to an arm's length party through the issuance of 144,000 common shares (each a "Finder's Share") at a price of $0.10 per Finder's Share and 144,000 finder's warrants (each a "Finder's Warrant"). Each Finder's Warrant is exercisable to acquire a further common share at an exercise price of $0.10 until February 27, 2026.

All of the common shares issued pursuant to the CRAN Financing, including the finder's fees, are subject to a statutory four-month hold period expiring on June 28, 2025.

The Company intends to use the net proceeds of the Financings for exploration and development of the Company's mineral property interests, and for general working capital purposes, as more particularly outlined in the Filing Statement.

In addition, the Company announced the results from the Company's annual general meeting of shareholders held on March 14, 2025. All matters put forth in the management information circular dated February 17, 2025, were unanimously passed, including the election of directors, the appointment of auditors and the approval of the Company's amended and restated stock option plan. A total of 3,696,000 shares were voted, representing 43.98% of the outstanding shares.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Thomas Lamb, CEO, is knowledgeable about the material change and the Report and may be contacted at 604-282-6384.

Item 9 Date of Report

March 21, 2025