Samurai QT target ACL closes $3.09M private placement

Executive Summary

• ACL Construction Ltd., the qualifying transaction target for Samurai Capital Corp., has completed a non-brokered private placement of subscription receipts, raising approximately $3.09 million in gross proceeds.
• The financing serves as a required concurrent step for Samurai's previously announced business combination with ACL, with subscription receipts set to convert into units that will automatically exchange for common shares and warrants in the resulting issuer.
• The transaction remains subject to standard closing conditions, including TSX Venture Exchange approval, with an anticipated completion date of February 18, 2026.

Key Details

• Gross Proceeds: $3,091,822.20
• Instrument & Quantity: 10,306,074 subscription receipts issued via non-brokered private placement
• Price per Unit: $0.30 per subscription receipt
• Conversion Terms: Each receipt automatically converts into one unit of ACL without additional consideration or further action from subscribers
• Post-Conversion Exchange: Units will automatically exchange for one common share and one share purchase warrant in the resulting issuer upon transaction closing
• Warrant Terms: Each warrant entitles the holder to acquire one additional share at a $0.50 strike price, exercisable for three years following issuance
• Transaction Context: Concurrent financing required to complete Samurai Capital Corp.'s qualifying transaction (business combination) with ACL Construction Ltd.
• Conditions Precedent: Standard conditions for this type of transaction, including receipt of TSX Venture Exchange approval
• Anticipated Closing Date: On or about February 18, 2026
• Reference Filings: Samurai filing dated April 14, 2025; news releases dated April 16, 2025, November 13, 2024, and August 22, 2024