File: Attachment Samurai - News Release - Conditional approval of QT with ACL Construction & Filing Statement.pdf

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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

News Release April 16, 2025, Vancouver, British Columbia, Canada Samurai Capital Corp. (TSX.V: SSS.P the "Company" or "Samurai"), a capital pool company, is pleased to announce that, further to its news releases dated August 22, 2024 and November 13, 2024, it has received conditional acceptance from the TSX Venture Exchange (the "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" (the "Proposed 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 (the "Filing Statement") with the Exchange and under the Company's profile on SEDAR+ at www.sedarplus.ca, which describes the Proposed Transaction.

Pursuant to the definitive business combination agreement dated November 7, 2024, as amended on February 25, 2025 (the "Definitive Agreement") 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 (the "ACL Shares") by way of a "three cornered amalgamation" under the Business Corporations Act (British Columbia) (the "Acquisition") 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 $3,000,000. 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). Page 2 of 3

About A.C.L. Construction

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

ON BEHALF OF THE BOARD OF DIRECTORS:

Anthony Zelen, Chief Executive Officer and Director

For further information please contact: Anthony Zelen Tel: 778-388-5258 Email: Anthonyzelen88@gmail.com

Disclaimer for Forward-Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect Samurai's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to the business plans of Samurai, ACL, and the Resulting Issuer, and the completion of the Proposed Transaction (including Exchange approval and the closing of the Proposed Transaction). Such statements and information reflect the current view of Samurai and ACL. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Samurai cannot assure readers that actual results will be consistent with these forward- looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF SAMURAI AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD- LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE SAMURAI MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

1376-5267-9702, v. 4 Page 3 of 3 Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is 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 to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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