V Ten Capital closes QT with Top End Exploration

Mr. David Way reports VTEN ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND PRIVATE PLACEMENT Further to its previous announcements, V Ten Capital Corp. has completed its transaction with the shareholders of Top End Exploration Pty. Ltd. (TEX), a private Australian company, in accordance with a definitive share sale agreement dated Sept. 29, 2025, as amended on Jan. 30, 2026, among the company and the vendors. Pursuant to the agreement, the company acquired 100-per-cent ownership of the outstanding common shares of TEX in exchange for eight million common shares of the company, and thereby acquired a 100-per-cent interest in and to four semi-contiguous granted exploration licences (ELs), known as the Tanami project, located in Northern Territory, Australia, being EL 23848, EL 31402, EL 23874 and EL 23875, comprising 1,237 square kilometres. The transaction constitutes the company's qualifying transaction as such term is defined under Policy 2.4, Capital Pool Companies of the TSX Venture Exchange. Concurrently, the company completed a non-brokered private placement of 10,513,338 units of the company at a price of 25 cents per unit for aggregate gross proceeds of $2,628,334.50, in accordance with prospectus exemptions available to the company under National Instrument 45-106, Prospectus Exemptions. Each unit comprises one common share of the company and one common share purchase warrant, with each warrant exercisable to purchase one common share of the company at a price of 40 cents for a period of 24 months from their issue date and expiring on Feb. 27, 2028, subject to the terms and conditions of the certificates representing the warrants. Each warrant certificate includes a provision providing that, in the event that the volume-weighted average closing price of the company's common shares is at or above 60 cents for a period of 10 consecutive trading days, the company 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 subscribers in the private placement of the acceleration of the expiry date. V Ten intends to use the net proceeds of the private placement for exploration and development of the Tanami project and for general working capital purposes. The majority of the subscriptions received by the company in respect of the private placement were from arm's-length parties, although certain insiders of the company participated in the private placement, as follows: (i) Simon Cohn subscribed for 100,000 units; (ii) Kevin Bottomley subscribed for 50,000 units; (iii) David Blair Way subscribed for 260,000 units; (iv) Alicia Milne subscribed for 100,000 units; and (v) Yilu (Lucy) Zhang subscribed for 60,000 units. Such participation by the existing directors and officers of V Ten is considered to be a related party transaction as defined under the policies of the TSX-V and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to any related party transactions available 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 directors and officers nor the consideration to be paid by such directors and officers will exceed 25 per cent of the company's market capitalization. In addition to a four-month-and-one-day hold period beginning from their issue date and expiring on June 28, 2026, in accordance with applicable securities laws, all securities issued under the transaction and the private placement are subject to voluntary contractual resale restrictions, the particulars of which are set forth in the filing statement (as defined below). The company is expected to recommence trading of its common shares on the TSX-V as a Tier 2 mining issuer on or about March 4, 2026, under the trading symbol VTEN, provided that the transaction and private placement remain subject to the final acceptance of the TSX-V. Change of company name In connection with the closing of the transaction and the private placement, the company changed its name from V Ten Capital Corp. to V Ten Metals Corp. The new Cusip number for the common shares of the company is 91839J104 and the ISIN (international securities identification number) is CA91839J1049. Filing statement As previously announced, the company has filed, under its profile on SEDAR+, a filing statement dated Feb. 17, 2026, as well as a technical report in respect of the Tanami project entitled "NI 43-101 Technical Report on the Tanami project, Northern Territory, Australia," with an effective date of Sept. 29, 2025, prepared for the company by H&S Consultants Pty. Ltd. Prospective investors are encouraged to review the filing statement, which provides detailed information about the transaction, the company, TEX and the Tanami project. Information in the filing statement regarding the Tanami project is derived from the technical report and should be read with reference to the full text of the technical report. Grant of stock options In connection with the closing of the transaction and private placement, the company granted an aggregate of 2.25 million stock options to certain of its directors, officers and consultants under its 10-per-cent rolling stock option plan. Each stock option is exercisable to acquire one common share of the company at an exercise price of 40 cents per common share for a period of five years from the date of grant, with each stock option expiring on Feb. 27, 2031. Consolidated capitalization of the company The following table sets out the fully diluted share capital of the company after giving effect to the transaction and the private placement. Directors and officers of the company The following table sets forth the name of all directors and officers of the company following the completion of the transaction and private placement, including their municipalities of residence, their positions with the company, their principal occupations during the past five years, and the number of common shares of the company to be beneficially owned, directly or indirectly, or over which control or direction will be exercised. About V Ten Metals Corp. Subject to the final approval of the TSX-V in respect of the transaction, V Ten will be a Canadian mining exploration company listed on the TSX Venture Exchange as a Tier 2 mining issuer and will operate in the nickel/copper/platinum group element/gold metals industry with the Tanami project, located in Northern Territory, Australia, as its intended focal point. V Ten is led by a highly qualified team with a record of successful exploration worldwide. We seek Safe Harbor.