Mr. Anthony Zelen reports

SAMURAI CAPITAL CORP. ANNOUNCES CONDITIONAL APPROVAL AND FILING OF FILING STATEMENT FOR QUALIFYING TRANSACTION WITH A.C.L. CONSTRUCTION LTD.

Samurai Capital Corp., further to its news releases dated Aug. 22, 2024, and Nov. 13, 2024, has received conditional acceptance from the TSX Venture Exchange for its proposed acquisition (as defined below), which is expected to close on or about May 30, 2025, which transaction is intended to constitute the company's qualifying transaction, pursuant to Policy 2.4, Capital Pool Companies, of the exchange. In addition, the company has filed a filing statement dated April 14, 2025, with the exchange and under the company's profile on SEDAR+, which describes the proposed transaction.

Pursuant to the definitive business combination agreement dated Nov. 7, 2024, as amended on Feb. 25, 2025, with 1510430 B.C. Ltd., a wholly owned subsidiary of the company (Subco), and A.C.L. Construction Ltd., a company amalgamated in British Columbia (ACL), the company will acquire all of the issued and outstanding common shares of ACL by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia), whereby Subco and ACL will amalgamate and continue as one company, as a wholly owned subsidiary of the company.

Upon completion of the proposed transaction, the company anticipates it will be a Tier 2 industrial issuer on the exchange. In accordance with the policies of the exchange, trading in the listed securities of the company is currently halted and will remain so until further notice.

Completion of the proposed transaction is subject to a number of conditions, including, without limitation, those set forth in the conditional approval letter of the exchange, final exchange acceptance, receipt of all requisite regulatory approvals, authorizations and consents, and the conditions set out in the definitive agreement, including, among other things, the completion of the concurrent financing for minimum aggregate gross proceeds of $3-million. Where applicable, the proposed transaction cannot close until the required approvals have been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the proposed transaction may not be accurate or complete, and should not be relied upon. The trading in the securities of Samurai on the exchange, if reinstated prior to completion of the proposed transaction, should be considered highly speculative.

About Samurai Capital Corp.

Samurai is a capital pool company (as defined in exchange Policy 2.4). Prior to entering into the letter of intent regarding the proposed transaction, Samurai did not carry on any active business activity other than reviewing potential transactions that would qualify as Samurai's qualifying transaction (as defined under the policies of the exchange).

About A.C.L. Construction Ltd.

ACL maintains a full fleet of heavy equipment and works on complex highway, civil and oil field projects requiring strong knowledge and experience in multiple technical areas. ACL's key services include (among others) project management, reclamation and remediation, and aggregate sales.

We seek Safe Harbor.