Mr. Anthony Zelen reports

SAMURAI CAPITAL CORP. ANNOUNCES COMPLETION OF $3 MILLION CONCURRENT FINANCING BY A.C.L. CONSTRUCTION LTD.

Samurai Capital Corp.'s qualifying transaction target ACL Construction Ltd. has completed its non-brokered private placement of subscription receipts for aggregate gross proceeds of $3,091,822.20. A total of 10,306,074 subscription receipts were issued by ACL at a price of 30 cents subscription receipt pursuant the offering.

Each subscription receipt entitles the holder to receive, without payment of any additional consideration and without further action on the part of each subscriber, subject to adjustment, one unit of ACL in accordance with the terms of a subscription receipt agreement entered into between ACL, the company and Odyssey Trust Company, including the satisfaction or waiver of the escrow release conditions described in the subscription receipt agreement.

The concurrent financing is required to be completed in connection with the company's previously announced business combination with ACL as the company's qualifying transaction. Upon the closing of the transaction, the units issued pursuant to the conversion of the subscription receipts will be automatically exchanged for one common share in the capital of the resulting issuer (as defined in exchange Policy 2.4) and one resulting issuer share purchase warrant. Each warrant will entitle the holder to acquire one additional resulting issuer share at a price of 50 cents for a period of three years following the date of issuance.

The completion of the transaction remains subject to the satisfaction of various conditions that are standard for a transaction of this nature, including, but not limited to, the receipt of TSX Venture Exchange approval. The company anticipates that the transaction will be completed on or about Feb. 18, 2026.

For further information regarding the qualifying transaction and the resulting issuer, please see the filing statement of Samurai dated April 14, 2025, which is available on SEDAR+, as well as the company's news releases dated April 16, 2025, Nov. 13, 2024, and Aug. 22, 2024.

We seek Safe Harbor.