J2 Metals Inc. — M&A Activity 2025

Mar 25, 2025

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations - Amended

1. Names of the Parties to the Transaction

J2 Metals Inc. (formerly Cranstown Capital Corp.) (the "Company"), J2 Metals Inc. (the "Target") and 1517805 B.C. Ltd. ("SubCo")

1. Description of the Transaction

On March 18, 2025, the Company completed its previously announced three-cornered amalgamation with the Target and the Subco (the "Transaction"). Under the Transaction, the Issuer acquired all of the issued and outstanding securities of the Target pursuant to the terms of an amalgamation agreement dated December 23, 2024 between the Issuer, the Target and Subco and the transactions contemplated thereunder.

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 common shares of the Target ("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 Shares issuable in the J2 Financing, including the FT Shares, were exchanged for common shares of the Company, along with all other outstanding Target Shares.

On February 27, 2025, the Company completed a non-brokered financing raising aggregate gross proceeds of $270,000 through the sale of 2,700,000 Company Shares at a price of $0.10 per share.

On March 20, 2025, following completion of the Transaction, the Issuer changed its name from "Cranstown Capital." to "J2 Metals Inc."

The Transaction was a reverse takeover of the Issuer as such term is used in applicable securities laws.

The common shares of the Company is expected to commence trading as a Tier 2 Issuer on the TSXV under the symbol "JTWO" during the week of March 24, 2025.

Further details of the Transaction are set forth in the Company's filing statement dated February 12, 2025 and filed on SEDAR+ at www.sedarplus.com on February 14, 2025.

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1. Effective Date of the Transaction

March 18, 2025

1. Name of Each Party that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

The Company did not cease to be a reporting issuer as a result of the Transaction. Prior to the Transaction, the Company was, and continues to be, a reporting issuer in British Columbia, Alberta and Ontario and Alberta. As described above, the Company is now known as J2 Metals Inc.

Pursuant to the Transaction, the Target amalgamated with Subco, with the resulting entity following such amalgamation ("Amalco") becoming a wholly owned subsidiary of the Company. Neither the Target nor Subco was not a reporting issuer prior to the Transaction and Amalco did not become a reporting issuer as a result of the Transaction.

1. The date of the reporting issuer's first financial year-end subsequent to the transaction:

March 31, 2025. There is no change to the Company's year-end as a result of the Transaction.

1. The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year after the transaction:

Unaudited quarterly financial statements for the Issuer for the three month period ended June 30, 2025, compared to the Target's three month period ended June 30, 2024.

Unaudited quarterly financial statements for the Issuer for the three and six month period ended September 30, 2025, compared to the Target's three and six month period ended September 30, 2024.

Unaudited quarterly financial statements for the Issuer for the three and nine month period ended December 31, 2025, compared to the Target's three and nine month period ended December 31, 2024.

Audited annual consolidated financial statements for the Issuer for the year ended March 31, 2025, compared to the Target's year ended March 31, 2024.

1. The documents filed under NI 51-102 that described the transaction:

The following documents have been filed on the Issuer's SEDAR profile:

• Press releases dated March 22, 2024, December 23, 2024, February 14, 2025, February 27, 2024 and March 19, 2025
• Amalgamation Agreement dated December 23, 2024

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• Filing Statement dated February 12, 2025
• Material change reports dated December 24, 2024 and March 21, 2025

DATED this 25th day of March, 2025

J2 METALS INC.

By: "Giuseppe Perone"
Giuseppe Perone
Corporate Secretary