23:36:03 EST Fri 20 Feb 2026
Enter Symbol
or Name
USA
CA



V Ten Capital Corp
Symbol VTEN
Shares Issued 7,002,000
Close 2025-08-29 C$ 0.13
Market Cap C$ 910,260
Recent Sedar+ Documents

ORIGINAL: VTen Announces Conditional TSXV Acceptance for Qualifying Transaction

2026-02-20 19:24 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - February 20, 2026) - V Ten Capital Corp. (TSXV: VTEN.P) ("VTen" or the "Company") is pleased to announce that, further to its previous announcements dated September 30, 2025 and February 19, 2026, it has received conditional acceptance of the TSX Venture Exchange (the "Exchange") to close its transaction 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, as amended on January 30, 2026 (the "Agreement"), among the Company and the Vendors. Pursuant to the Agreement, the Company will acquire 100% ownership of the outstanding common shares of TEX in exchange for 8,000,000 common shares of the Company, and thereby acquire a 100% interest in and to four semi-contiguous granted exploration licenses ("ELs") located in Northern Territory, Australia, being EL 23848, EL 31402, EL 23874 and EL 23875, comprising 1,237km2 (the "Property", and collectively, the "Transaction"). The Transaction will constitute the Company's "Qualifying Transaction" as such term is defined under Exchange Policy 2.4 - Capital Pool Companies.

As previously announced, the Company will conduct a concurrent non-brokered private placement of up to 10,520,000 units at a price of $0.25 per unit for aggregate gross proceeds of up to $2,630,000, in accordance with prospectus exemptions available to the Company under National Instrument 45-106 - Prospectus Exemptions (the "Private Placement"). Each unit will be comprised of one common share of the Company and one common share purchase warrant (each, a "Warrant"), with each Warrant exercisable to purchase one common share of the Company at a price of $0.40 for a period of twenty-four (24) months from the closing date, subject to the terms and conditions of the certificates representing the Warrants.

The Company anticipates that it will close the Transaction and the Private Placement concurrently on February 27, 2026.

In connection with the Transaction and the Private Placement, the Company has filed, under its profile on SEDAR+ available at www.sedarplus.ca, a filing statement dated February 17, 2026 (the "Filing Statement"), as well as a technical report in respect of the Property entitled "NI 43-101 Technical Report on the Tanami Project, Northern Territory, Australia" with an effective date of September 29, 2025, prepared for the Company by H&S Consultants Pty Ltd. (the "Technical Report").

Prospective investors are encouraged to review the Filing Statement, which provides detailed information about the Transaction, the Company, TEX, the Property and the resulting issuer of the Transaction (the "Resulting Issuer"), including financial statements of TEX and pro forma financial statements of the Resulting Issuer. Information in the Filing Statement regarding the Property is derived from the Technical Report, and should be read with reference to the full text of the Technical Report.

The completion of the Transaction and the Private Placement is subject to the final approval of the Exchange, as well as other customary conditions precedent set forth in the Agreement. All of the securities to be issued under Transaction and the Private Placement will be subject to voluntary contractual resale restrictions in addition to a four month and one day hold period required under applicable securities laws, all of which is set forth in the Filing Statement.

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.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Kevin Bottomley, President and Director

Telephone: +1 778 389 9933
E-mail: kevin@corvidiancap.com

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 and United States 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 regarding the Transaction and the Private Placement, the anticipated closing date or benefits of the Transaction and the Private Placement, the final approval of the Exchange in respect of the Transaction and the Private Placement, and any 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 Transaction and the Private Placement 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 Transaction is subject to a number of customary conditions precedent, including but not limited to, the final acceptance of the Exchange. There can be no assurance that the Transaction and the Private Placement will be completed as proposed or at all. Prospective investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284771

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