SALTIRE CAPITAL ANNOUNCES PROPOSED ACQUISITION OF TOOL SHED SALES AND RENTAL INC.; EXPANDS INDUSTRIAL SERVICES FOOTPRINT

• Acquisition follows Saltire's 2025 purchase of SanStone Investments Limited
• Tool Shed transaction expected to add market-leading provider of contractor supplies and safety equipment, enhancing existing SanStone platform
• Founder-led management team to continue driving business growth

TORONTO, Feb. 19, 2026 /CNW/ - Saltire Capital Ltd. ("Saltire" or the "Company") (TSX: SLT) (TSX: SLT.U) (TSX: SLT.WT.U) is pleased to announce that it has entered into a definitive agreement (the "Purchase Agreement") to purchase (the "Acquisition"), indirectly through a wholly-owned subsidiary (the "Purchaser"), 100% of the voting common shares of Tool Shed Sales and Rental Inc. ("Tool Shed"), a leading rental and sales business providing quality contractor supplies, pro-grade tools, and safety equipment in Nova Scotia. The purchase will be funded by a mix of cash, non-voting shares in the Purchaser, and common shares of Saltire ("Common Shares"). The Acquisition follows Saltire's 2025 purchase of Sanstone Investments Limited ("SanStone") and will significantly expand Saltire's industrial services footprint in Atlantic Canada.

"The acquisition of Tool Shed is the direct execution of Saltire's mandate to build and scale market-leading businesses in Canada," said Andrew Clark, CEO of Saltire. "Jason MacPhee and his team have built a best-in-class operator, and we look forward to partnering with them to continue the company's growth momentum. The Tool Shed transaction complements and enhances our existing SanStone platform, scaling our industrial services vertical in Atlantic Canada and adding stable, recurring cash flows to our portfolio."

"The partnership with Saltire marks a transformative milestone for our company and is a testament to the strength of the business we've built," said Jason MacPhee, President of Tool Shed. "Tool Shed is proud to become part of Saltire, joining their highly impressive group of equipment-focused businesses. The investment allows us to accelerate our growth throughout Atlantic Canada, collaborating closely with our related companies to elevate the customer experience and deliver sustained value to all stakeholders."

Tool Shed will continue to operate with the same dedicated leadership team. The transaction is expected to close in the first quarter of 2026 ("Closing"). Closing is conditional on, among other things, certain third-party approvals (including the Toronto Stock Exchange (the "TSX"), and Saltire's senior secured lenders), the approval of Saltire's board of directors, and other usual and customary conditions for transactions of this nature.

About Saltire

Saltire is a long-term capital partner that allocates capital to equity, debt and/or hybrid securities of high-quality private companies. Investments made by Saltire consist of meaningful and influential stakes in carefully selected private companies that the Manager believes are under-valued businesses with high barriers to entry, predictable revenue streams and cash flows and defensive characteristics, with a view to significantly improve the fundamental value over the long-term. Although Saltire primarily allocates capital to private companies, Saltire may, in certain circumstances if the opportunity arises, also pursue opportunities with orphaned or value challenged small and micro-cap public companies. Saltire provides investors with access to private and control-level investments typically reserved for larger players, while maintaining liquidity.

About Tool Shed

Tool Shed was created by contactors for contractors to provide rentals and sales of quality contractor supplies, pro-grade tools, and safety equipment, including sales and rentals of pump jack and end frame scaffolding. The company's offering also includes retail sales of Scotsman products. The business model is designed to make procurement for contractors simple and easy with everything under one roof.

Forward-Looking Statements

Certain statements in this news release are prospective in nature and constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Acquisition, the expected impact of the Acquisition on the business of Saltire, SanStone and Tool Shed, the expected operations, financial results and condition of Saltire, SanStone and Tool Shed following the Acquisition, and Saltire's, SanStone's and Tool Shed's business plans, strategies and growth prospects, opportunities, and other statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, outlook, circumstances, performance or expectations that are not historical facts.

Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management. With respect to the forward-looking statements included in this news release, the Company has made certain assumptions with respect to, among other things, the Company's ability to consummate the Acquisition, including obtaining the requisite approvals from the TSX, Saltire's lenders, and other third parties, the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Acquisition, and the expenses and timing of Closing.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statement will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: the Company's failure to satisfy the conditions precedent to the Acquisition, including obtaining the required third party approvals, termination of the Acquisition, delays or amendments to the implementation of the Acquisition, costs relating to the Acquisition having to be paid even if the Acquisition is not completed, losses arising from any misrepresentations in the representations, warranties and covenants of the Company and the vendors to be made in connection with the Acquisition, the TSX not approving the listing of the Common Shares to be issued in connection with the Acquisition, fluctuations in the market price of the Common Shares, and the Company, SanStone or Tool Shed being unable to continue as a going concern and consummate the Acquisition.

All forward-looking statements included in and incorporated into this news release are qualified by these cautionary statements. Unless otherwise indicated, the forward-looking statements contained herein are made as of the date of this news release, and except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 

This Press should be read in conjunction with the management's discussion and analysis and financial statements and notes thereto as at and for the three and nine months ended September 30, 2025 and Saltire's Annual Information Form for the year ended December 31, 2024 dated March 28, 2025.

Additional information about Saltire, including with respect to the risk factors that should be taken into consideration when reading this press release and the forward-looking statements, is available on Saltire's SEDAR+ profile at www.sedarplus.ca.

www.saltirecapitalltd.com 

SOURCE Saltire Capital Ltd.

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