JVR Ventures signs LOI for Cedar Creek Gold reverse takeover

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.

No deposit, advance, or loan has been made, nor is intended to be made, between the parties to fund operations or secure the Transaction prior to closing. Completion of the Transaction will be subject to a number of conditions, including, but not limited to: completion of satisfactory mutual due diligence; negotiation and execution of the definitive agreement; completion of the Transaction Financing (as defined below); receipt of all required shareholder, director and third party approvals, if applicable; TSX-V acceptance and those customary conditions set forth in the definitive agreement. There can be no assurance that the Transaction will be completed as proposed, or at all.

The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as that term is defined in Policy 2.4 of the TSX-V), and as such, approval of the shareholders of JVR is not required for the Transaction. None of the Non-Arm's Length Parties (as that term is defined in Policy 2.4 of the TSX-V) to JVR have any direct or indirect beneficial interest in Cedar Creek or the shareholders of Cedar Creek. None of the Non-Arm's Length Parties to JVR are Insiders (as defined in the policies of the TSX-V) of Cedar Creek.

There is no relationship between or among the Non-Arm's Length Parties (as defined in the Policies of the TSX-V) to JVR and the Non-Arm's Length Parties to the Qualifying Transaction (as defined in Policy 2.4 to the TSX-V). Transaction Financing Cedar Creek plans to complete a concurrent private placement financing in connection with closing of the Transaction (the " Transaction Financing "). The parties have not settled the terms of the Transaction Financing and the terms will be announced in a subsequent news release.

About Cedar Creek Gold Corp. Cedar Creek Gold Corp. was incorporated on November 5, 2015 and is engaged in the exploration and development of the North Safford Project located in Safford Arizona and the Cedar Creek Project located in Montana. The North Safford project consists of 213 unpatented claims. Cedar Creek has entered into a mineral lease agreement whereby Cedar Creek has the right to acquire a 55% interest in the North Safford Project by making payments totaling US $800,000 over three years and completing 9,000 feet of drilling by mid-2028.

Upon acquisition of a 55% interest, Cedar Creek will grant a 0.55% net smelter return royalty to the property owner, of which one-half of the royalty may be repurchased for USD $5,500,000. The Cedar Creek Project consists of 20 unpatented mineral claims located 56 miles Southwest of Helena, Montana. Cedar Creek has entered into a lease agreement whereby Cedar Creek has leased the Cedar Creek Project for an initial period of two (2) years expiring in October 2026, which may be extended for two separate five (5) year terms for a total lease period of twelve (12) years.

Under the terms of the lease, Cedar Creek will pay USD $7,000 per month during the term of the lease. Upon completion of the Transaction, Cedar Creek will also issue 300,000 common shares to the lessor. Cedar Creek is also required to incur USD $150,000 in exploration expenditures the first year and an additional USD $300,000 in the second year.

The lessor will maintain a 3% net smelter return royalty, of which one-third may be repurchased for USD $400,000. Cedar Creek also has the right to purchase the Cedar Creek project for USD $3,000,000, of which 25% of the purchase price may be satisfied in shares of Cedar Creek. Cedar Creek is currently preparing its annual and interim financial statements in connection with the Transaction.

A subsequent news release will provide the financial information of Cedar Creek. Directors and Officers of the Resulting Issuer Upon completion of the Transaction, it is anticipated that the board of directors and management of the resulting issuer will be reconstituted. Under the LOI, the board of directors of the resulting issuer is expected initially to consist of four directors nominated by Cedar Creek and acceptable to the TSX-V.

Biographical information regarding the proposed directors and officers of the resulting issuer will be provided in a subsequent news release. Additional Information This is an initial news release respecting the proposed Transaction. JVR intends to issue a further news release in accordance with the policies of the TSX-V upon entry into the definitive agreement, which is expected to provide additional information regarding, among other things, the final structure of the Transaction, the capitalization of the resulting issuer, any financing to be completed in connection with the Transaction, and the proposed directors and officers of the resulting issuer.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSX-V), 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Additional information with respect to the Transaction will be included in JVR's filing statement or management information circular, as applicable, to be prepared in connection with the Transaction and filed under JVR's SEDAR+ profile. About JVR Ventures Inc. JVR Ventures Inc. is a capital pool company created pursuant to the policies of the TSX-V. JVR does not own any assets, other than cash or cash equivalents, and its principal business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction.

On behalf of JVR Ventures Inc. "Kristen Reinertson" Kristen Reinertson CEO, CFO, Corporate Secretary and Director For further information, please contact: Kristen Reinertson at jvr.cpc@gmail.com or (604) 908-4495 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 The information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations.

They are not guarantees of future performance. JVR cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond JVR's control. Such factors include, among other things: risks and uncertainties relating to the limited operating history of JVR and Cedar Creek, the need to comply with governmental regulations and the completion of the Qualifying Transaction, including the Transaction and the Transaction Financing.

Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions, and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, JVR undertakes no obligation to publicly update or revise forward-looking information. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305061 Newsfile Corp. July 14, 2026 - 4:00 AM PDT News by QuoteMedia www.quotemedia.com