File: Attachment Samurai - News Release - Closing Concurrent Financing Update (Feb 13, 2026).pdf

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

News Release - Samurai Capital Corp. (the "Company") (TSXV: SSS.P), is pleased to announce that A.C.L. Construction Ltd. ("ACL") has completed its non-brokered private placement of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of $3,091,822.20 (the "Offering"). A total of 10,306,074 Subscription Receipts were issued by ACL at a price of $0.30/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 (a "Unit") in accordance with the terms of a subscription receipt agreement entered into between ACL, the Company and Odyssey Trust Company (the "Subscription Receipt Agreement"), 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 (the "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 (a "Resulting Issuer Share") in the capital of the Resulting Issuer (as defined in Exchange policy 2.4) and one Resulting Issuer Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one (1) additional Resulting Issuer Share at a price of $0.50 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 TSX Venture Exchange approval. The Company anticipates that the Transaction will be completed on or about February 18, 2026.

For further information regarding the Qualifying Transaction and the Resulting Issuer, please see the Filing Statement of Samurai Capital Corp. dated April 14, 2025, which is available on SEDAR+ at www.sedarplus.ca, as well as the Company's news releases dated April 16, 2025, November 13, 2024 and August 22, 2024.

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

Cautionary Statement Regarding Forward Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company'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 anticipated closing date of the Transaction and all other statements that are not historical in nature. Such statements and information reflect the current view of the Company. 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, the Company 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 THE COMPANY 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 THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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.