Wheeler Resources Inc. entered into a non-binding letter of intent to acquire JM Capital II Corp. (TSXV:JCI.H) from shareholders in a reverse merger transaction on January 29, 2024. 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 proposed transaction transaction will result Wheeler becoming a wholly-owned subsidiary of JMCC, or otherwise combining its corporate existence with a wholly-owned subsidiary of JMCC. Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Wheeler. 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.

Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation: 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; completion of satisfactory results from due diligence investigations for each of the parties; completion of the Financing; third party approval; majority of the minority shareholder approval; and 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. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There are no Non-Arm's Length Parties of JMCC that are Insiders, officers or shareholders of Wheeler. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both JMCC and Wheeler.