V Ten Capital increases private placement to $2.63M

Executive Summary

• V Ten Capital Corp. has amended the definitive share sale agreement for its proposed qualifying transaction with Top End Exploration Pty. Ltd. (TEX), updating terms for the concurrent private placement and establishing a sunset date for the transaction.
• The private placement terms have been increased to approximately 10.52 million units at $0.25 per unit, raising gross proceeds of up to $2.63 million. Each unit consists of one share and one warrant exercisable at $0.40 for two years.
• The resulting entity will be named V Ten Metals Corp., operating as a Tier 2 mining issuer focused on nickel, copper, PGE, gold, and rare earth elements in the Tanami region of Australia.

Key Details

• Transaction Structure: V Ten will acquire 100% of TEX in exchange for 8 million payment shares (deemed price $0.25/share, aggregate deemed consideration $2 million).
• Private Placement:
  • Units: ~10.52 million units.
  • Price: $0.25 per unit.
  • Gross Proceeds: Up to $2.63 million.
  • Warrants: Each unit includes one warrant exercisable into one share at $0.40 for two years post-closing.
  • Resale Restrictions: Voluntary 6-month restriction on 50% of units; voluntary 12-month restriction on remaining 50%. Statutory 4-month-and-1-day restriction applies.
  • Acceleration Clause: Warrants may be accelerated if VWAP is ≥$0.60 for 10 consecutive trading days.
  • Use of Proceeds: Exploration and development of TEX property and general working capital.
• Escrow Terms:
  • Payment Shares: 10% released at 6 months; 30% at 12 months; 30% at 18 months; 30% at 24 months.
  • QT Escrow Shares (MPX distribution to Simon Cohn): 10% released at closing; 15% released at 6, 12, 18, 24, 30, and 36 months.
• Ownership & Control:
  • Vendors will own ~31% of issued shares post-transaction.
  • No person will beneficially own >10% of the resulting issuer.
  • Transaction is not considered non-arm's-length.
• Management Changes:
  • Kevin Bottomley (CEO/President) and Alicia Milne (Corp Sec) to resign from executive roles but remain directors.
  • David Blair Way appointed President and CEO.
  • Yilu (Lucy) Zhang appointed CFO and Corporate Secretary.
• Asset Details (TEX):
  • Sole shareholder of JRE Mining Pty. Ltd., holding 100% interest in four exploration licenses in the Tanami region, Northern Territory, Australia.
  • Licenses granted in 2016; history of exploration dating to late 1980s (gold focus).
  • Recent reinterpretation highlights potential for Ni/Cu/PGE, orogenic gold, and REEs.
  • No mineral resources or reserves defined to date.
• Financials (TEX, 3 months ended Sept 30, 2025):
  • Assets: $1,572,666 AUD.
  • Liabilities: $1,902,488 AUD.
  • Revenues: Nil.
  • Net Profits: $17,796 AUD.
• Loan Repayment: V Ten to repay $25,000 (V Ten loan) and $50,000 AUD (director loans) to TEX upon closing.
• Insider Participation:
  • 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.
• Conditions Precedent: Exchange approval, satisfactory due diligence, board approvals, third-party approvals, and closing of private placement for minimum $2.5 million gross proceeds.
• Sunset Date: If the transaction does not close by 5:00 PM Vancouver time on February 28, 2026, the private placement proceeds will be returned to subscribers.
• Trading Status: Trading halted under Policy 2.4; expected to remain halted until closing or shortly thereafter.

Notable Quotes

• None explicitly quoted in the text, though the release details the strategic intent to operate as a Tier 2 mining issuer.