V Ten to acquire Top End Exploration as QT

Mr. Kevin Bottomley reports VTEN ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH ACQUISITION OF TOP END EXPLORATION AND $2,500,000 PRIVATE PLACEMENT V Ten Capital Corp. has entered into a definitive share sale agreement dated Sept. 29, 2025, with the shareholders of Top End Exploration Pty. Ltd., a private Australian company, pursuant to which the company will acquire 100-per-cent ownership of the outstanding common shares of TEX on the terms and conditions of the agreement. TEX is the sole shareholder of JRE Mining Pty. Ltd., which holds a 100-per-cent interest in four exploration licences located in Northern Territory, Australia. V Ten is a capital pool company and intends that the proposed transaction will constitute its qualifying transaction under the policies of the TSX Venture Exchange. The proposed transaction is expected to result in the shareholders of TEX owning 32 per cent of the outstanding common shares of V Ten. Trading of V Ten common shares may be halted in accordance with the policies of the exchange and may remain halted until such time as all required documentation in connection with the proposed transaction has been filed and accepted by the exchange and permission to resume trading have been obtained from the exchange. TEX and the TEX property TEX is a private company incorporated under the laws of Australia, whose business consists of conducting exploration activities on the TEX property. The TEX property consists of four semi-contiguous granted exploration licences, EL 23848, EL 31402, EL 23874 and EL 23875, covering 1,237 square kilometres located in the Tanami Desert approximately 450 km directly northwest of Alice Springs, Northern Territory, Australia. Access to the TEX property is from Alice Springs, approximately 550 km northwest along the Tanami track that leads to Newmont Corp.'s the Granites gold mine, and then along graded tracks for approximately 30 km to the east. TEX has executed an exploration farm-in and joint venture agreement with Newmont Exploration Pty. Ltd., a wholly owned subsidiary of Newmont. Under the Newmont agreement, Newmont may acquire an up-to-80-per-cent interest in the joint venture properties, which constitute the northern half of EL 31402 and EL 23875. Obligations under the Newmont agreement are yet to commence and are subject to the satisfaction of several conditions precedent. Parties are currently working to satisfy these conditions precedent with a sunset date of May 20, 2026. The Newmont agreement includes an option period with $500,000 of committed expenditures on the JV properties within the first two years and a subsequent phase 1 spend of $3.5-million (Australian) over a further three-year period. Newmont can choose to exit the Newmont agreement at any time after the option period. At the completion of phase 1, Newmont can elect to pay TEX $2-million (Australian) in cash for a 75-per-cent interest in the JV properties at the completion of phase 1. If Newmont elects to receive a 75-per-cent interest, at TEX's election, TEX can be carried to commercial production for an additional 5-per-cent interest to be granted to Newmont (total of 80 per cent). TEX's share of costs to commercial production shall be repaid through 80 per cent of TEX's share of mineral sale proceeds. The terrain for the TEX property consists predominantly of a low-lying red desert sand plain. Transported and residual colluvium and aeolian sand blanket a large portion of the tenements, with an estimated outcrop exposure of less than 0.1 per cent. Vegetation cover is dominated by spinifex with low bushes and scattered small trees. The area is mostly devoid of surface water except in small soaks and ephemeral streams after significant rainfall events. The area can be classed as remote with virtually no infrastructure save for occasional non-sealed dirt tracks. A technical report is being prepared on the TEX property in accordance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects) and will be filed in connection with the closing of the proposed transaction. As well, TEX is completing an audit of its financial statements for the year ended June 30, 2025, in accordance with international financial reporting standards, as required by the policies of the exchange and applicable securities laws. Acquisition of Top End Exploration Pursuant to the terms of the agreement and subject to approval of the exchange, V Ten will acquire all of the issued and outstanding shares in TEX. In consideration for the purchase of the sale shares, V Ten will issue eight million common shares of V Ten pro rata to the shareholders of TEX at a deemed price of 25 cents per payment share. The TEX shareholders have agreed that the payment shares shall be subject to an extended contractual escrow and be released from escrow as follows: Ten per cent of the payment shares shall be released from escrow six months following the date of closing. Thirty per cent of the payment shares shall be released from escrow 12 months after the date of closing. Thirty per cent of the payment shares shall be released from escrow 18 months after the date of closing. The remaining 30 per cent of the payment shares shall be released from escrow 24 months from the date of closing. Detailed financial information regarding TEX will be provided in accordance with the policies of the exchange in a future press release. The proposed transaction is not a non-arm's-length qualifying transaction within the meaning of exchange Policy 2.4, and, as such, shareholder approval is not required (unless otherwise mandated by the exchange). There can be no assurance that the proposed transaction will be completed as contemplated, or at all. Private placement In connection with the proposed transaction, V Ten has arranged for a non-brokered private placement of up to 10 million units at a price of 25 cents per unit for gross proceeds of up to $2.5-million. Each unit will consist of one common share of V Ten and one common share purchase warrant. Each warrant will be exercisable into one additional share of V Ten at a price of 40 cents for two years after the date of issuance. The units will be subject to a voluntary six-month escrow on 50 per cent of the units and a 12-month escrow on the remaining 50 per cent of the units. The warrants will be subject to an acceleration clause whereby, in the event the volume-weighted average closing share price of V Ten is at or above 60 cents for 10 consecutive trading days, V Ten 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 warrantholders of the acceleration of the expiry date. V Ten intends to use the proceeds of the offering for exploration and development of the TEX property and for general working capital purposes. V Ten anticipates that the majority of the subscriptions will be from arm's-length parties although insiders may participate in the offering. Such participation 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). The company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions 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 is anticipated to exceed 25 per cent of the company's market capitalization. Closing of the offering is subject to the approval of the exchange. There are no finders' fees or commissions being paid in relation to the proposed transaction. Significant conditions to closing The completion of the proposed transaction is subject to a number of 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 V Ten and TEX, approval of the shareholders of each of V Ten and TEX for all matters required in connection with the proposed transaction, obtaining necessary third party approvals, exchange approval, closing of the offering for minimum aggregate gross proceeds to be determined by the parties, 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 transaction or the private placement will be completed as proposed or at all. The obligations of V Ten 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. Insiders of the resulting issuer Upon completion of the proposed transaction, it is anticipated that the board of directors of the resulting issuer will be reconstituted to consist of such directors as may be determined by V Ten. The senior management team of the resulting issuer will consist of those officers appointed by the new board of directors of the resulting issuer concurrent with the closing of the transaction. Biographical information regarding yet to be determined directors and officers will be provided in a subsequent news release. Sponsorship Sponsorship of a qualifying transaction is required by the exchange unless a waiver from the sponsorship requirement is obtained. V Ten intends to apply for a waiver from the sponsorship requirement; however, there is no assurance that a waiver from this requirement will be obtained. Appointment of new director V Ten is pleased to announce the appointment of Blair Way to the board of directors. Mr. Way is an experienced international executive with over 35 years experience within the resources and construction industry throughout Australasia, Canada, the United States and Europe. Mr. Way has experience in a wide range of commodities including gold, copper, nickel, zinc, magnesium, graphite, cobalt and lithium. Mr. Way is currently director of Toronto Stock Exchange/Australian Securities Exchange-listed PMET Resources Inc. (formerly Patriot Battery Metals Inc.) advancing the Shaakichiuwaanaan lithium property in Quebec, Canada. From 2020 to 2024, Mr. Way was the chief executive officer, president and executive director of PMET, prior to which Mr. Way held a number of executive positions and directorships with public exploration companies. He held executive positions with Toronto Stock Exchange-listed Ventana Gold in Colombia and Oceanagold in the Philippines, and 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, and an MBA from the University of Queensland, Australia, and is a fellow of the Australasian Institute of Mining and Metallurgy. Qualified person Simon Tear, BSc (honours), PGeo, MIOM3, EurGeol, an independent qualified person as defined by National Instrument 43-101, reviewed and approved the preparation of the technical information in this news release. About V Ten Capital Corp. V Ten is a Canadian capital pool company listed on the TSX Venture Exchange. V Ten is led by a highly qualified team with a record of successful exploration worldwide. We seek Safe Harbor.