JJR Capital Ventures Inc.

February 25, 2005 18:45 ET

JJR Capital Ventures Inc. announces its Qualifying Transaction with Canada's first 'Merchant' Electricity Transmission Line to the United States


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: JJR CAPITAL VENTURES INC.

TSX VENTURE SYMBOL: JJR.P

FEBRUARY 25, 2005 - 18:45 ET

JJR Capital Ventures Inc. announces its Qualifying
Transaction with Canada's first 'Merchant' Electricity
Transmission Line to the United States

TORONTO, ONTARIO--(CCNMatthews - Feb. 25, 2005) - JJR Capital Ventures
Inc. (TSX VENTURE:JJR.P) (the "Corporation" or "JJR") is pleased to
announce that it has entered into a letter of intent dated February 25,
2005 with Tonbridge Power Corporation ("Tonbridge Power"), which owns a
controlling interest (65%) in Montana-Alberta Tie Limited ("MATL"). MATL
is the corporation responsible for developing a new privately funded
"merchant" transmission line from Lethbridge, Alberta to Great Falls,
Montana. This project will be Alberta's first power transmission
inter-connection with the United States (for more information see
www.matl.ca).

Tonbridge Power is controlled by Tonbridge Corporation, an Ontario
company which holds a 20% interest in Tonbridge Power. Johan van't Hof
is President of Tonbridge Power Corporation.

Under the terms of the letter of intent, JJR has agreed to acquire (the
"Proposed Transaction") all of the issued and outstanding shares of
Tonbridge through the issuance of 78,333,333 common shares of JJR ("JJR
Shares") at a deemed price of $0.175 per share, for aggregate
consideration of $13,708,333.

In conjunction with the Proposed Transaction, Tonbridge intends on
completing a brokered private placement of $3.9 million to $7 million at
a deemed price of $.175 per security, which will result in the issuance
of an additional 22,285,714 to 40,000,000 common shares of JJR on the
Proposed Transaction.

The Proposed Transaction is expected to constitute JJR's Qualifying
Transaction as defined in Policy 2.4 of the TSX Venture Exchange Inc.
("TSXV") and is subject to a number of conditions, including completion
by Tonbridge of the private placement for minimum gross proceeds of $3.9
million and compliance with all necessary regulatory approvals. A
comprehensive press release with further particulars relating to the
Proposed Transaction will follow in accordance with the policies of the
TSXV.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    JJR Capital Ventures Inc.
    Ronald D. Schmeichel
    President
    (416) 972-6294
    or
    Tonbridge Power Corporation
    Johan van't Hof
    (416) 850-2150
    The TSX Venture Exchange does not accept responsibility for the accuracy
    or adequacy of this release.