V Ten receives conditional TSX-V approval for QT

Executive Summary

• V Ten Capital Corp. has received conditional acceptance from the TSX Venture Exchange to close a qualifying transaction acquiring 100% of Top End Exploration Pty. Ltd. (TEX), a private Australian company.
• The acquisition involves exchanging 8 million common shares of V Ten for TEX, granting V Ten a 100% interest in four exploration licenses in the Northern Territory, Australia, totaling 1,237 square kilometers.
• Concurrent with the acquisition, V Ten is conducting a non-brokered private placement of up to 10.52 million units at $0.25 per unit, raising up to $2.63 million in gross proceeds.

Key Details

• Transaction Structure: V Ten will acquire 100% of the outstanding common shares of Top End Exploration Pty. Ltd. (TEX) in exchange for 8,000,000 common shares of V Ten.
• Asset Acquisition: The transaction grants V Ten a 100% interest in four semi-contiguous granted exploration licenses (ELs) located in the Northern Territory, Australia:
  • EL 23848
  • EL 31402
  • EL 23874
  • EL 23875
  • Total Area: 1,237 square kilometers.
• Private Placement Details:
  • Type: Non-brokered private placement.
  • Units: Up to 10,520,000 units.
  • Price: $0.25 per unit.
  • Gross Proceeds: Up to $2,630,000.
  • Unit 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 a period of 24 months from the closing date.
• Closing Date: The company anticipates closing the transaction and the private placement concurrently on February 27, 2026.
• Regulatory Filings:
  • Filing statement dated February 17, 2026, filed under SEDAR+.
  • NI 43-101 Technical Report on the Tanami Project, Northern Territory, Australia, effective September 29, 2025, prepared by H&S Consultants Pty. Ltd.
• Conditions: Completion is subject to final approval of the TSX Venture Exchange and other customary conditions precedent.
• Resale Restrictions: Securities are subject to voluntary contractual resale restrictions and a four-month-and-one-day hold period.