V Ten to acquire Top End Exploration as QT

Executive Summary

• V Ten Capital Corp. entered a definitive share‑sale agreement to acquire 100 % of Top End Exploration Pty. Ltd. (TEX), which will give TEX shareholders ~32 % of V Ten’s outstanding common shares, constituting a qualifying transaction for the TSX Venture Exchange.
• Concurrently, V Ten announced a non‑brokered private placement of up to 10 million units at $0.25 per unit, targeting gross proceeds of up to $2.5 million; each unit includes one common share and one warrant exercisable at $0.40 for two years.
• The combined transaction is subject to multiple conditions precedent, exchange approvals, and escrow schedules; V Ten intends to use the private‑placement proceeds for exploration/development of the TEX property and general working capital.

Key Details

• Acquisition Structure
• V Ten will issue 8 million common shares to TEX shareholders at a deemed price of $0.25 per share.

• Escrow release schedule for the issued shares:

  • 10 % released after 6 months
  • 30 % released after 12 months
  • 30 % released after 18 months
  • Remaining 30 % released after 24 months

• TEX Property Overview

• Four contiguous exploration licences (EL 23848, EL 31402, EL 23874, EL 23875) covering 1,237 km² in the Tanami Desert, NT, Australia.

• Existing farm‑in/JV with Newmont Exploration Pty. Ltd.: Newmont may acquire up to 80 % interest; option period includes $500k committed spend (first 2 yr) and a Phase 1 spend of A$3.5 million over three years, with an optional A$2 million cash payment for a 75 % stake at Phase 1 completion.

• Private Placement Terms

• Up to 10 million units at $0.25 per unit → gross proceeds up to $2.5 million.
• Each unit = 1 common share + 1 warrant (exercisable into one additional share at $0.40 for two years).
• Escrow: 50 % of units under a voluntary six‑month escrow; remaining 50 % under a twelve‑month escrow.

• Warrant acceleration clause: if V Ten’s VWAP ≥ $0.60 for 10 consecutive trading days, warrants may be accelerated to expire 30 days after notice.

• Use of Proceeds

• Exploration and development of the TEX property.

• General working‑capital purposes.

• Regulatory & Closing Conditions

• Subject to satisfactory due diligence, board approvals (both V Ten and TEX), exchange approval, minimum aggregate gross proceeds, filing of definitive terms, and other standard conditions precedent.
• No finders’ fees or commissions payable.

• Transaction is not a non‑arm’s‑length qualifying transaction; shareholder approval not required unless mandated by the exchange.

• Governance Changes

• Appointment of Blair Way to V Ten’s board of directors (experienced executive in gold, copper, nickel, lithium, etc.).

• Post‑closing, board and senior management of the combined issuer will be reconstituted; biographical details to follow in a subsequent release.

• Technical & Financial Reporting

• A NI 43‑101 technical report for TEX is being prepared and will be filed with the closing documents.
• TEX’s audited financial statements for year ended June 30 2025 are being completed.

Notable Quotes

(No direct quotes were provided in the release.)