JM Capital II Corp. Announces Proposed Qualifying Transaction With Wheeler Resources

TORONTO, ON / ACCESSWIRE / January 30, 2024 / JM Capital II Corp. (TSX VENTURE NEX:JCI.H) ("JMCC" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated January 29, 2024 (the "LOI") with Wheeler Resources Inc. ("Wheeler"). The LOI outlines the principal terms and conditions of a business combination by way of a share exchange, merger, amalgamation, arrangement, takeover bid, or other similar form of transaction (the "Proposed Transaction"), which will result in Wheeler becoming a wholly-owned subsidiary of JMCC, or otherwise combining its corporate existence with a wholly-owned subsidiary of JMCC.

JMCC is a Capital Pool Company and intends for the Proposed Transaction to constitute its Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The trading in the common shares of JMCC ("JMCC Shares") will remain halted pursuant to the policies of the TSXV. It is anticipated that Trading will remain halted until the completion of the Proposed Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV. Unless otherwise indicated, any capitalized term contained in this news release that is not defined herein has the meaning ascribed to such term in the policies of the TSXV.

About Wheeler Resources Inc.
Wheeler is a privately-held company incorporated pursuant to the laws of British Columbia. Wheeler currently has a total of 36,000,000 common shares issued and outstanding (the "Wheeler Shares").

Wheeler holds a 100% interest in 184 mineral claims covering 4,600 hectares located in southwestern Newfoundland and Labrador (the "Wheeler Property"). The Wheeler Property is approximately 30km north-northeast of the town of Stephenville, near the southern extent of the Bay of Islands Ophiolite Complex. It covers layered ultramafic and mafic intrusions which are prospective for magmatic Ni-Cu-PGE mineralization, as well as chromite mineralization occurring as discrete layers within the ultramafic complex.

Lenses of magmatic sulphide Ni-Cu-PGE mineralization were first discovered on the Wheeler Property in the 1930's by J.R. Cooper[1]. A Geological Survey of Canada mapping program conducted in 1962 located additional layered magmatic sulphide occurrences, as well as multiple chromite-rich lenses located near the southern part of the Wheeler Property boundary[2].

In 2010, an exploration alliance, which was formed between Cliffs Natural Resource Exploration Inc. ("Cliffs") and Altius Resources Inc. ("Altius"), carried out extensive stream-sediment sampling on a multitude of ultramafic ophiolite complexes throughout the island of Newfoundland, specifically in search of a rare Ni-Fe alloy called awaruite which can form during the serpentinization of nickel-rich olivine in ultramafic rocks. Altius collected 367 stream-sediment samples by helicopter within the current Wheeler Property boundary. Strongly anomalous nickel, copper, cobalt and chromium values were returned in the northeastern portion of the Wheeler Property, but high sulphur values deterred them from conducting further exploration[3]*. The presence of sulphur reduces the likelihood of awaruite forming but demonstrates the excellent potential for the presence of magmatic nickel-sulphide mineralization on the Wheeler Property.

In addition to the Altius-Cliffs sampling, the Wheeler Property also contains the locations of extremely anomalous lake-sediment samples collected as part of the Newfoundland and Labrador's National Geochemical Reconnaissance ("NGR") Survey (35,768 lake-sediment sample database) including the four highest nickel values in the province with values of 4,980, 4,750, 4,390 and 4,230ppm Ni respectively. Four lake-sediment results on the Property from the NGR are in the 99.97^th percentile for copper at 324, 312, 296 and 184 ppm Cu, five are in the 99.98^th percentile for cobalt at 347, 301, 392, 556 and 333 ppm Co, and six are in the 99.98^th percentile for Cr at 5,770, 5,140, 4,560, 4,000, 3,610 and 3,560 ppm Cr[4]*. Additional details and QA/QC procedures for the National Geochemical Reconnaissance (NGR) Survey can be found at the following link:

https://geoatlas.gov.nl.ca/custom/help/lakegeochemhelp.html

The Wheeler Property covers the southern extent of the Bay of Islands Ophiolite Complex, which was obducted onto the Laurentian rifted margin during the mid-Ordovician and is composed of mafic and ultramafic assemblages dominated by gabbros, pyroxenites, and peridotites. The target on the Wheeler Property is magmatic Ni-Cu-PGE (+Co-Cr) mineralization hosted within a layered mafic intrusion, similar to Norilsk in Russia, Lynn Lake and Namew Lake in Manitoba, Nkomati in South Africa, and Voisey's Bay in the province of Newfoundland and Labrador. Historically documented occurrences on the Wheeler Property consist of both net-textured pentlandite (nickel-sulphide), and PGE-rich chalcopyrite (copper-sulphide) mineralization, indicating the minerals formed within a magma chamber[5].

Proposed Transaction Summary
Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Wheeler. Pursuant to the Proposed Transaction, holders of the Wheeler Shares will exchange their Wheeler Shares for common shares of the Resulting Issuer ("Resulting Issuer Shares") on a one-for-one basis (the "Exchange Ratio"). Convertible securities of Wheeler will be exercisable to acquire Resulting Issuer Shares at the Exchange Ratio. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both JMCC and Wheeler.

As per the LOI, a condition of closing the Proposed Transaction, Wheeler, will complete an equity financing (the "Financing") in an amount that is sufficient to meet the initial listing requirements of the TSXV. The Financing will be comprised of units of Wheeler (the "Wheeler Units"), with each Wheeler Unit comprised of one Wheeler Share at a price of $0.05 per share and one-half of one warrant (a "Wheeler Warrant"), with each full Wheeler Warrant exercisable into a Wheeler Share for 18 months at an exercise price of $0.10 per share, provided that at the option of the Resulting Issuer, after the 4 month hold period, if the closing price of the Resulting Issuer Shares for any 10 consecutive trading days is equal to or exceeds $0.20 per Wheeler Share, the Resulting Issuer can accelerate the expiration date of the warrants to 30 days after the notice is provided to the holders.

On closing of the Proposed Transaction, the board of the Resulting Issuer will be comprised of nominees of Wheeler, and the Resulting Issuer is expected to change its name to "Wheeler Resources Inc." subject to JMCC shareholder approval, or such other name as is determined by Wheeler (the "Name Change").

Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation:

a. receipt of all required regulatory, corporate and third-party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction;

b. completion of satisfactory results from due diligence investigations for each of the parties;

c. completion of the Financing; and

d. other mutual conditions precedent customary for a transaction such as the Proposed Transaction.

The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction, is not subject to TSXV Policy 5.9, and it is not expected that the Proposed Transaction will be subject to approval by JMCC's shareholders. There are no Non-Arm's Length Parties of JMCC that are Insiders, officers or shareholders of Wheeler.

Sponsorship for the Proposed Transaction
Sponsorship for the Qualifying Transaction of a Capital Pool Company is required by the TSXV, unless exempt in accordance with TSXV policies. The Company expects to apply for an exemption for sponsorship.

Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, JMCC intends to file on SEDAR (www.sedarplus.ca) a filing statement which will contain details regarding the Proposed Transaction, JMCC, Wheeler and the Resulting Issuer.

Further Information
JMCC intends to issue a subsequent news release in accordance with the policies of the TSXV providing further details in respect of the Proposed Transaction, including information relating to the transaction structure, the definitive agreement, descriptions of the proposed Principals and Insiders of the Resulting Issuer, as well as the Financing. In addition, a summary of Wheeler's financial information will be included in a subsequent news release.

For further information, please contact:

JM Capital II Corp.
Jay Freeman, CEO
Mobile: 416-457-1611
Email: jay@jjrcapital.com

Wheeler Resources Inc.
Daniel Boase, CEO
Mobile: 416-566-2673
Email: dboase@wheelerresources.ca

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 of the Company and Wheeler have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

Cautionary Note
Completion of the 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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 press release.

Dawn Evans-Lamswood, PGeo, a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure in this press release.

Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the Proposed Transaction and certain terms and conditions thereof, the ability of the parties to enter into a definitive agreement and complete the Proposed Transaction, the Exchange Ratio, the Name Change, the Resulting Issuer's ability to qualify as a Tier 2 Mining issuer, the TSXV sponsorship requirements, shareholder, director and regulatory approvals, obtaining TSXV approval, completion of the Financing, the duration of the halt in respect of the JMCC Shares, planned future press releases and disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Proposed Transaction, the ability of the Company to complete the Proposed Transaction or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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SOURCE: JM Capital II Corp.