Vancouver, British Columbia--(Newsfile Corp. - February 19, 2026) - V Ten Capital Corp. (TSXV: VTEN.P) ("VTen" or the "Company"), announces, further to its news release dated September 29, 2025, an update with respect to the previously announced proposed qualifying transaction of the Company with the shareholders (the "Vendors") of Top End Exploration Pty Ltd ACN 663 253 861 ("TEX"), a private Australian company, to be conducted in accordance with a definitive Share Sale Agreement dated September 29, 2025 (the "Agreement"), as amended by the Amendment (as defined below), among the Company and the Vendors, pursuant to which the Company proposes to acquire 100% ownership of the outstanding common shares of TEX (the "Sale Shares") in exchange for common shares of the Company ("VTen Shares"). As previously announced, the Company has agreed to issue 8,000,000 VTen Shares (the "Payment Shares") to the Vendors, pro rata in accordance with their respective interests in TEX, on the terms and conditions of the Agreement (the "Proposed Transaction"), and to conduct a concurrent non-brokered private placement in accordance with prospectus exemptions available to the Company under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") for gross proceeds of approximately $2,630,000 (the "Private Placement").
VTen is a capital pool company and intends that the Proposed Transaction will constitute its "Qualifying Transaction" as such term is defined under Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange").
Proposed Transaction Updates
The Company and the Vendors continue to work towards the closing (the "Closing") of the Proposed Transaction and Private Placement. In connection with these efforts, the parties have amended certain terms of the Proposed Transaction, pursuant to which the Company and the Vendors have agreed, by way of an amending agreement dated January 30, 2026 (the "Amendment"), to amend certain terms of the Agreement with respect to, among other matters, its previously announced concurrent Private Placement. In particular, the parties have agreed that: (i) the Private Placement may be conducted by way of the offer of units of the Company (collectively, "Units") comprised of one VTen Share and one VTen Share purchase warrant (each a "Warrant"), at a price of C$0.25 per Unit; and (ii) that the VTen Loan (as defined below) may be repaid at the Conditions Sunset Date (as such term is defined in the Agreement) if the Proposed Transaction is not completed by such time. All other terms of the Agreement remain unchanged.
Further, in connection with the Closing, the Company intends to change its name such that the Resulting Issuer will be named "V Ten Metals Corp." (the "Name Change").
Assuming the completion of the Private Placement, the Proposed Transaction is expected to result in the Vendors owning, collectively, approximately 31% of the then issued and outstanding VTen Shares following the completion by the Company of the Proposed Transaction (the "Resulting Issuer"). In connection with the Closing, one of the Vendors, being Mining Projects Accelerator Pty Ltd. ("MPX"), is expected to distribute 4,000,000 Payment Shares issuable to it at Closing to its shareholders on a pro rata basis (the "MPX Distribution"). Accordingly, upon the completion of the Proposed Transaction (including the MPX Distribution) and the Private Placement, no person is expected to beneficially own or control more than 10% of the issued and outstanding common shares of the Resulting Issuer.
Mr. Simon Cohn, a director of the Company, has the following relationship with TEX and the Vendors:
Mr. Cohn is one of two directors of TEX.
Mr. Cohn is one of two directors of MPX, which owns 50% of the outstanding shares of TEX and is a Vendor.
Mr. Cohn indirectly controls 919,586 shares of MPX, representing approximately 19.76% of the outstanding voting shares of MPX. Mr. Cohn is not the largest voting shareholder of MPX.
Mr. Cohn will receive 790,503 Payment Shares pursuant to the MPX Distribution (as defined below) in connection with the completion of the Proposed Transaction, which will constitute QT Escrow Shares (as defined below).
Mr. Grant Wechsel, a shareholder of VTen, is also a director of and the largest voting shareholder of MPX. Notwithstanding the foregoing, there is no one person, including Mr. Cohn or Mr. Wechsel, who is a "Control Person" (as defined in Exchange Policy 1.1 – Interpretation) of both the Company and in relation to TEX, and accordingly the Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in Policy 2.4).
In connection with the announcement of the Proposed Transaction, trading in the VTen Shares has been halted in accordance with Policy 2.4 and is expected to remain halted until the Closing or shortly thereafter.
The Proposed Transaction Structure
Pursuant to the terms of the Agreement, and subject to approval of the Exchange, VTen will acquire all of the Sale Shares in exchange for the issue by VTen of the 8,000,000 Payment Shares pro rata to Vendors at a deemed price of C$0.25 per Payment Share for aggregate deemed consideration of C$2,000,000. Under the Agreement, the Vendors have agreed that the Payment Shares shall be subject to an extended voluntary contractual escrow and be released from escrow as follows:
10% of the Payment Shares shall be released from escrow six (6) months following the Closing Date;
30% of the Payment Shares shall be released from escrow 12 months after the Closing Date;
30% of the Payment Shares shall be released from escrow 18 months after the Closing Date; and
the remaining 30% of the Payment Shares shall be released from escrow 24 months from the Closing Date.
In addition, 790,503 Payment Shares issuable to MPX (collectively, the "QT Escrow Shares"), and then to Mr. Cohn indirectly under the MPX Distribution, will be subject to escrow pursuant to a Form 5D – Escrow Agreement as required by the Exchange (the "QT Escrow Agreement"). The QT Escrow Agreement will provide for the release of 10% of the QT Escrow Shares on the Closing Date, and for the release of 15% of the QT Escrow Shares on the date that is six (6) months, twelve (12) months, eighteen (18) months, twenty-four (24) months, thirty (30) months and thirty-six (36) months from the Closing Date.
Increased Private Placement Terms
In connection with the Proposed Transaction, VTen has arranged for an increased Private Placement of approximately 10,520,000 Units, at a price of C$0.25 per Unit for gross proceeds of up to C$2,630,000. Each Unit will consist of one VTen Share and one Warrant. Each Warrant will be exercisable into one additional VTen Share at a price of C$0.40 for two years after the date of Closing (the "Closing Date"). The Units will be subject to a voluntary six (6) month contractual resale restriction on 50% of the Units and a voluntary twelve (12) month contractual resale restriction on the remaining 50% of the Units. The Warrants will be subject to an acceleration clause whereby in the event the volume weighted average closing price of VTen Shares is at or above C$0.60 for ten consecutive trading days, VTen may elect to accelerate the expiry date of the Warrants to that date which is 30 days from the date of notice being provided to the holders of Warrants of the acceleration of the expiry date. In addition to the voluntary contractual resale restrictions, the securities offered under the Private Placement will also be subject to a statutory four month and a day resale restriction commencing from the Closing Date in accordance with NI 45-106.
VTen intends to use the net proceeds of the Private Placement for exploration and development of the TEX Property and for general working capital purposes.
The majority of the subscriptions received by the Company in respect of the Private Placement are from arm's length parties, although certain insiders of the Company are expected to participate in the Private Placement as follows: (i) Mr. Cohn is anticipated to subscribe for 100,000 Units; (ii) Mr. Kevin Bottomley is anticipated to subscribe for 50,000 Units; (iii) Mr. David Blair Way is anticipated to subscribe for 260,000 Units; (iv) Ms. Alicia Milne is anticipated to subscribe for 100,000 Units; and (v) Ms. Yilu (Lucy) Zhang is anticipated to subscribe for 60,000 Units. Such participation by the existing directors and officers of VTen will be considered to be a "related party transaction" as defined under the policies of the Exchange and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to any related party transactions available under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating insiders nor the consideration to be paid by such insiders will exceed 25% of the Company's market capitalization.
Closing of the Private Placement is subject to the approval of the Exchange. There are no finder's fees or commissions being paid in relation to the Proposed Transaction or the Private Placement. All proceeds received by the Company in connection with the Private Placement are being held in a segregated account of the Company. The Company will not use any proceeds received in connection with the Private Placement prior to its Closing, and the Closing of the Private Placement is contingent on the Exchange's acceptance of the Proposed Transaction.
Closing of the Private Placement is expected to occur in close proximity with the completion of the Proposed Transaction. If the Proposed Transaction does not close on or prior to 5:00 p.m. (Vancouver time) on February 28, 2026, it is expected that the gross proceeds received by the Company by subscribers under the Private Placement will be returned to such subscribers in accordance with the terms and conditions set forth in their subscription agreements for Units.
Significant Conditions to Closing
The completion of the Proposed Transaction is subject to a number of customary conditions precedent, including but not limited to, satisfactory due diligence review, negotiation and execution of accompanying transaction documents, approval by the boards of directors of each of VTen and TEX, as applicable, obtaining necessary third party approvals, including Exchange approval, closing of the Private Placement for minimum aggregate gross proceeds of C$2,500,000, and the filing of a filing statement outlining the definitive terms of the Proposed Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Proposed Transaction, in accordance with the policies of the Exchange. There can be no assurance that the Proposed Transaction or the Private Placement will be completed as proposed, or at all.
The obligations of VTen and TEX pursuant to the Agreement shall terminate in certain specified circumstances, including by mutual agreement of the parties or in the event that a condition precedent to the Proposed Transaction is not met and the party in whose favour such condition precedent exists does not waive such condition precedent.
Significant Assets of the Resulting Issuer
Upon completion of the Proposed Transaction, the Resulting Issuer will operate within the mining sector, involved initially in exploration and development of Ni-Cu-PGE-Au metals properties, and expects to be listed on the Exchange as a Tier 2 mining issuer.
In addition, the "Significant Assets" (as defined under Policy 2.4) of the Resulting Issuer will be the assets of TEX. As previously announced, TEX is the sole shareholder of JRE Mining Pty Ltd ACN 601 609 161, ("JRE") which holds a 100% interest in four granted exploration licences located in the Tanami region of the Northern Territory, Australia (the "TEX Property"). The licences were originally granted to JRE in 2016. The project area has a long history of mineral exploration dating back to the late 1980s, although no mining production has ever occurred and no mineral resources or reserves have been defined to date.
Historically, the exploration licences were held by several exploration companies, including Zapopan NL, Normandy (through North Flinders Mines), Newmont Tanami Pty Ltd, Troy Resources, Adelaide Resources, Sons of Gwalia, Tanami Exploration NL and Otter Gold Pty Ltd. These operators conducted intermittent and generally shallow exploration programs between approximately 1989 and 2005, after which the ground saw little to no sustained activity for more than a decade.
Previous exploration across the licences focused primarily on gold, with techniques including geological and regolith mapping, aeromagnetic surveys, rock chip, soil, laterite, lag and bulk leach extractable gold (BLEG) sampling, as well as shallow rotary air blast (RAB), aircore (AC), vacuum and limited reverse circulation (RC) drilling. Exploration was typically wide-spaced and shallow, reflecting the greenfields nature of the terrain and the extensive transported cover across the region. Results from this work were generally low-level and did not result in systematic follow-up or deeper testing.
One exception was limited drilling conducted in the early 2000s over part of what is now EL 23875, where Troy Resources identified a mafic-ultramafic intrusive body associated with a strong magnetic and gravity anomaly. Shallow drilling intersected ultramafic lithologies with anomalous nickel, copper and platinum group element values, which were later confirmed by petrological studies. Despite these results, the target was not drill-tested at depth and remained largely unexplored.
Exploration on the remaining licences focused almost exclusively on gold and did not consider alternative mineralisation styles. In particular, no historical exploration programs were directed at rare earth element mineralisation now considered prospective within the Archean Billabong Complex on EL 23848.
TEX acquired the project opportunity in 2019 and has since advanced the TEX Property to a new phase of exploration, leveraging modern geological reinterpretation by the Northern Territory Geological Survey and completing contemporary desktop, structural and airborne geophysical work. This new technical framework has highlighted the potential for nickel-copper-PGE, orogenic gold and rare earth element mineralisation that was not adequately tested by earlier exploration programs.
The following sets forth selected historical financial information of TEX with respect to its Significant Assets for the three-month period ended September 30, 2025 (management prepared and unaudited):
Board and Management of the Resulting Issuer
Upon the completion of the Proposed Transaction and subject to prior acceptance by the Exchange, it is expected that the current directors of the Company will continue as directors of the Resulting Issuer. This includes: (i) Kevin Bottomley ,(ii) Alicia Milne, (iii) David Blair Way, and (iv) Simon Cohn (collectively, the "Board"). In addition, Mr. Bottomley, the current CEO and President, and Ms. Milne, the current Corporate Secretary, are expected to resign from their current offices, and Mr. Way and Ms. Zhang will be the appointed to the offices of President and CEO, and the office of CFO and Corporate Secretary, respectively. Set forth below are biographies of the Board and the proposed officers of the Resulting Issuer, and their proposed positions.
Kevin Bottomley, Director
Mr. Bottomley is an accomplished capital markets advisor with a primary focus on early-stage opportunities. The founder of Corvidian Capital, he has cultivated strong relationships with a broad base of investors based in North America, Europe and Asia. Kevin has focused primarily on company creation in both the mining and special situations sectors. Mr. Bottomley currently sits on the Board of four publicly listed companies: Genix Pharmaceuticals Corp., Zimtu Capital Corp., Lion Rock Resources Corp and Q2 Metals Corp. Mr. Bottomley will devote the time necessary to perform the work required in connection with serving as Director of the Resulting Issuer. Mr. Bottomley is not an employee of the Company and has not entered into any non-competition or non-disclosure agreement with the Company.
Alicia Milne, Director
Ms. Milne is currently the CEO, President and a Director of Q2 Metals Corp., a TSX-V listed company which is advancing the Cisco lithium project in Quebec, Canada. Ms. Milne has been a legal professional and a specialist in securities and corporate administration of public companies for over 25 years. Ms. Milne was the Corporate Secretary of Pretium Resources Inc. from 2011 to 2018 and is currently an independent director of three other publicly listed companies. Ms. Milne will devote the time necessary to perform the work required in connection with serving as a Director of the Resulting Issuer. Ms. Milne is not an employee of the Company and has not entered into any non-competition or non-disclosure agreement with the Company.
David Blair Way, Director, President and CEO
Mr. Way is currently Director of TSX and ASX listed PMET Resources Inc. (PMET), and was previously the President and CEO of PMET, advancing the Shaakichiuwaanaan lithium property in Quebec from 2020 to 2024. Mr. Way is also currently an independent director of ASX listed Loyal Metals (LLM) and Felix Gold (FXG). Prior to PMET, Mr. Way held a number of executive positions and directorships with TSX-V juniors, one of which became PMET. He was VP Project Development for TSX listed Ventana Gold with projects in Colombia. Prior to Ventana Gold he was Project Director and President for Oceanagold Philippines. He was Project Manager for a number of major resource focused companies such as BHP, Hatch Engineering and Korea Zinc. Mr. Way holds a Bachelor of Science (Geology) from Acadia University in Nova Scotia, Canada, an MBA from the University of Queensland, Australia, and is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr. Way will devote the time necessary to perform the work required in connection with serving as the President, CEO and Director of the Resulting Issuer. Mr. Way is not an employee of the Company and has not entered into any non-competition or non-disclosure agreement with the Company.
Simon Cohn, Director
Mr. Cohn is a Director of Mining Projects Accelerator Pty (MPX) an Australian based and privately owned exploration project generator; non-executive director of MEC Mining, a global technical consulting firm specializing in mining services capabilities across a project's life cycle; Mining Engineering with Honours from the University of Queensland with over 20 years of industry experience. Mr. Cohn serves on the board of directors of Q2 Metals Corp. Mr. Cohn will devote the time necessary to perform the work required in connection with serving as a Director of the Resulting Issuer. Mr. Cohn is not an employee of the Company and has not entered into any non-competition or non-disclosure agreement with the Company.
Yilu (Lucy) Zhang, CFO and Corporate Secretary
Ms. Lucy Zhang is a member of the Chartered Professional Accountants of British Columbia. She has an Honours BA from Suzhou University, China, and an MBA (Honors) from Royal Roads University. Ms. Zhang's recent experience has included CFO positions with publicly traded mining and exploration companies as well as private corporations. Ms. Zhang will devote the time necessary to perform the work required in connection with serving as the CFO and Corporate Secretary of the Resulting Issuer. Ms. Zhang is not an employee of the Company and has not entered into any non-competition or non-disclosure agreement with the Company.
Terms of Loans Made to TEX
Pursuant to the Agreement, upon the Closing, VTen is required to procure the repayment of any amounts advanced to TEX by the relevant lender under the respective "Compliance Funding Loan Agreements" (as such term is defined in the Agreement), being loans received by TEX to maintain the tenements comprising the TEX Property. Accordingly, VTen is required to procure the repayment of (i) a loan in the amount of C$25,000 made by VTen to TEX (the "VTen Loan"), and (ii) a loan in the amount of A$50,000 made by certain directors of VTen to TEX (the "Director Loans"), and together with the VTen Loan, the "Compliance Funding Loans"). Upon the completion of the Proposed Transaction, it is not expected that the Resulting Issuer would require the repayment of the C$25,000 Compliance Funding Loan made by VTen to TEX, as each of their financial positions would be consolidated upon Closing. It is expected that the Resulting Issuer will cause the Director Loans to be repaid at or promptly following the Closing.
Sponsorship
Sponsorship of the Proposed Transaction is required by the Exchange unless a waiver from the sponsorship requirement is obtained. V Ten will apply to the Exchange for a waiver from the sponsorship requirement, however there is no assurance that a waiver from this requirement will be obtained.
Qualified Person
Mr. Blair Way B.S. (Geology) M.B.A., a Fellow of the Australasian Institute of Mining and Metallurgy, a director of the Company and the proposed President and CEO of the Resulting Issuer, has reviewed and verified the contents of this document.
About V Ten Capital Corp.
VTen is a Canadian Capital Pool Company (CPC) listed on the TSX Venture Exchange. VTen is led by a highly qualified team with a track record of successful exploration worldwide.
Cautionary Notes
This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Accordingly, all statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, any statements or plans regard the geological prospects of the TEX Property or the future exploration endeavours of the Resulting Issuer, the Proposed Transaction (including the MPX Distribution), the Private Placement, and other matters in connection with the aforementioned items. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, but are not limited to, the risk that the Proposed Transaction, the Private Placement, and the resulting Name Change may not be completed as set out herein or at all, and the inability of the Company to execute and raise funds necessary to complete its planned future activities and proposed business plans.
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 management information circular or 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 release.
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