V Ten Capital closes QT with Top End Exploration

Executive Summary

• V Ten Capital Corp. (now V Ten Metals Corp.) completed a qualifying transaction to acquire 100% of Top End Exploration Pty. Ltd. (TEX) and its Tanami project in Northern Territory, Australia, in exchange for 8 million common shares.
• Concurrently, the company closed a non-brokered private placement of 10,513,338 units at $0.25 per unit, raising gross proceeds of $2,628,334.50.
• The company has changed its name to V Ten Metals Corp. and is expected to resume trading on the TSX Venture Exchange as a Tier 2 mining issuer on or about March 4, 2026.

Key Details

• Acquisition Structure: V Ten acquired 100% of TEX’s outstanding common shares for 8,000,000 common shares of V Ten.
• Asset Acquired: 100% interest in four semi-contiguous exploration licenses (ELs) known as the Tanami project: EL 23848, EL 31402, EL 23874, and EL 23875, comprising 1,237 square kilometres in the Northern Territory, Australia.
• Private Placement Terms:
  • Units Sold: 10,513,338 units.
  • Price: $0.25 per unit.
  • Gross Proceeds: $2,628,334.50.
  • Composition: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant is exercisable to purchase one common share at $0.40 per share for 24 months from the issue date (expiring Feb. 27, 2028).
  • Acceleration Clause: Warrants may be accelerated if the volume-weighted average closing price is at or above $0.60 for 10 consecutive trading days; expiry becomes 30 days from notice.
• Use of Proceeds: Net proceeds to be used for exploration and development of the Tanami project and general working capital.
• Insider Participation: Insiders subscribed for a total of 770,000 units:
  • Simon Cohn: 100,000 units
  • Kevin Bottomley: 50,000 units
  • David Blair Way: 260,000 units
  • Alicia Milne: 100,000 units
  • Yilu (Lucy) Zhang: 60,000 units
• Regulatory Status: The transaction is a "qualifying transaction" under TSX Venture Exchange Policy 2.4. The company relies on exemptions from minority shareholder approval and formal valuation requirements under MI 61-101 for the related party transaction.
• Resale Restrictions: Securities are subject to a 4-month-and-1-day hold period (expiring June 28, 2026) plus voluntary contractual resale restrictions.
• Name Change: Company name changed from V Ten Capital Corp. to V Ten Metals Corp.
• New Identifiers:
  • CUSIP: 91839J104
  • ISIN: CA91839J1049
• Trading Resumption: Expected to recommence trading on the TSX-V as a Tier 2 mining issuer on or about March 4, 2026, subject to final TSX-V acceptance.
• Filing Statement: Filed on SEDAR+ on Feb. 17, 2026, including an NI 43-101 Technical Report on the Tanami project prepared by H&S Consultants Pty. Ltd. (effective date Sept. 29, 2025).
• Stock Options: Granted 2,250,000 stock options to directors, officers, and consultants.
  • Exercise Price: $0.40 per share.
  • Term: 5 years (expiring Feb. 27, 2031).

Notable Quotes

• None provided in the text.