Vancouver, British Columbia--(Newsfile Corp. - July 14, 2026) - JVR Ventures Inc. (TSXV: JVR.P) ("JVR") has entered into an arm's-length binding letter of intent dated July 13, 2026 (the "LOI") with Cedar Creek Gold Corp. ("Cedar Creek"), a corporation incorporated under the laws of the Province of British Columbia, pursuant to which JVR proposes to acquire all of the issued and outstanding securities of Cedar Creek (the "Transaction"). Cedar Creek holds an interest in the Cedar Creek Project, located in Montana, and North Safford Project, located in Arizona.
JVR is a capital pool company ("CPC") and intends the Transaction to constitute a Qualifying Transaction under the TSX Venture Exchange (the "TSX-V") Policy 2.4 - Capital Pool Companies. Upon successful completion of the Transaction, JVR will be a Tier 2 mining issuer.
Trading in the common shares of JVR is expected to be halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.
The Proposed Transaction
Under the terms of the LOI, JVR proposes to acquire all of the issued and outstanding securities of Cedar Creek whereby the shareholders of Cedar Creek will receive one (1) common share of JVR for every one (1) common share of Cedar Creek held prior to closing. JVR anticipates it will issue approximately 29,050,000 common shares of JVR (the "Consideration Shares") to the shareholders of Cedar Creek, in consideration of the 19,050,000 common shares of Cedar Creek currently outstanding and up to 10,000,000 common shares pursuant to a private placement financing that Cedar Creek is in the process of completing.
The parties plan to negotiate and settle the terms of a definitive agreement on or before August 15, 2026. Upon completion of the Transaction, Cedar Creek will become a wholly owned subsidiary of JVR. The final structure of the Transaction remains subject to receipt of tax, corporate and securities law advice by the parties, completion of due diligence, and the negotiation of the definitive agreement.
Concurrent with closing of the Transaction, JVR plans to change its name to "Safford Copper Corp." or such other name as determined by the parties.
Each of Cedar Creek and JVR have agreed that a finder's fee of 3% of the value of the Transaction will be payable in common shares of JVR on closing of the Transaction and a consulting fee of 5% will also be payable in common shares of JVR on closing of the Transaction.