Mr. Brodie Sutherland reports

TOCVAN ANNOUNCES $6 MILLION BOUGHT DEAL FINANCING

Tocvan Ventures Corp. has entered into an agreement with Stifel Canada, pursuant to which Stifel Canada will act as sole underwriter and bookrunner, in connection with a bought deal private placement offering of six million units of the company at a price of $1 per unit for aggregate gross proceeds of $6-million, with the units to be offered and sold pursuant to the listed issuer financing exemption (as defined herein).

The company has granted the underwriter an option purchase (or arrange for substituted purchasers to purchase) up to an additional 900,000 unit at the issue price on the same terms and conditions as the offering. The underwriter's option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing of the offering.

Each unit will consist of one common share and one common share purchase warrant of the company. Each warrant will be exercisable to acquire one common share for a period of 36 months following the closing date of the offering at an exercise price of $1.40 per common share.

The net proceeds of the offering shall be used to advance the company's gold projects in Sonora as well as for general working capital.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units will be offered for sale to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. As the offering is being completed pursuant to the listed issuer financing exemption, the units issued pursuant to the offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws. The units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

There is an offering document related to the offering that can be accessed under the company's issuer profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The offering is expected to close on or about Feb. 19, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance of the Canadian Securities Exchange.

A cash commission equal to 7.0 per cent on the gross proceeds of the offering and compensation warrants equal to 7.0 per cent of the number of units of the company sold under the offering shall be paid to the underwriter, subject to the policies of the CSE and applicable securities laws. Each compensation warrant entitles the holder to acquire a common share of the company at the issue price for a period of 24 months from the date of issue thereof.

About Tocvan Ventures Corp.

Tocvan Ventures is a dynamic exploration and development company advancing high-potential gold and silver projects in the mine-friendly jurisdiction of Sonora, Mexico. At its flagship Gran Pilar gold-silver project, Tocvan holds a 100-per-cent interest in over 21 square kilometres of prospective ground, bolstered by the pivotal 2023 land acquisition that provides ample space for scalable mine infrastructure, including a planned 50,000-tonne pilot production facility. The company also maintains a 51-per-cent interest in a one-square-kilometre joint venture area with Colibri Resources, further expanding its footprint. Recent exploration successes, including near surface 3.1 metres at 19.4 grams per tonne gold, underscore Gran Pilar's potential as a premier gold-silver asset. Additionally, Tocvan's 100-per-cent-owned Picacho gold-silver project, located in the prolific Caborca trend -- home to some of Mexico's largest gold deposits -- positions the company for further growth. With robust metallurgical results (up to 99-per-cent gold recovery and 97-per-cent silver recovery) and a strategic capital to bolster growth, Tocvan is poised to deliver significant shareholder value in a market buoyed by record-high gold prices. With approximately 59 million shares outstanding, Tocvan is committed to unlocking the full potential of its assets through innovative exploration, strategic development and investor-focused initiatives.

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