VTen Announces Closing of Qualifying Transaction and Private Placement

Executive Summary

• V Ten Metals Corp. completed the acquisition of 100% of Top End Exploration Pty Ltd (“TEX”) by issuing 8,000,000 common shares, gaining full ownership of four exploration licences in the Tanami Project (1,237 km²) in Australia.
• Simultaneously closed a non‑brokered private placement of 10,513,338 units at $0.25 per unit, raising $2.63 M gross proceeds. Each unit includes one common share and one warrant exercisable at $0.40 for up to 24 months (expires 27 Feb 2028).
• Net proceeds are earmarked for exploration/development of the Tanami Project and general working capital; the company expects to resume TSXV trading as a Tier‑2 issuer around 4 Mar 2026 under the ticker “VTEN”.

Key Details

• Acquisition Terms: 8,000,000 V Ten common shares issued to TEX shareholders (the “Vendors”) in exchange for 100% of TEX’s outstanding common shares and its four exploration licences (EL 23848, EL 31402, EL 23874, EL 23875).
• Qualifying Transaction: The share‑for‑share deal satisfies TSXV Policy 2.4 – Capital Pool Companies as a “Qualifying Transaction”.
• Private Placement Structure: 10,513,338 units @ $0.25/unit → $2,628,334.50 gross proceeds. Each unit = 1 common share + 1 warrant (exercise price $0.40). Warrants expire 27 Feb 2028; may be accelerated if VWAP ≥ $0.60 for ten consecutive trading days.
• Use of Proceeds: Primarily for exploration and development of the Tanami Project; remainder for general working capital.
• Related‑Party Participation: Insiders subscribed to the placement (Cohn 100k, Bottomley 50k, Way 260k, Milne 100k, Zhang 60k). Transaction qualifies for MI 61‑101 exemptions; no minority shareholder approval required as consideration < 25% market cap.
• Resale Restrictions: All securities from the transaction and placement subject to a four‑month hold period (expires 28 Jun 2026) plus voluntary contractual resale restrictions per filing statement.
• Name Change & Listings: Company renamed from “V Ten Capital Corp.” to “V Ten Metals Corp.”; new CUSIP 91839J104, ISIN CA91839J1049. Anticipated TSXV Tier‑2 trading restart ~4 Mar 2026 under symbol VTEN, pending final acceptance.
• Stock Option Grant: 2,250,000 stock options granted to directors/officers at $0.40 exercise price; five‑year term, expiring 27 Feb 2031.
• Post‑Transaction Capitalization (fully diluted): Total shares ≈ 38.48 M; breakdown – pre‑transaction 7.00 M (18%), IPO warrants 0.20 M (1%), acquisition shares 8.00 M (21%), private placement shares 10.51 M (27%), warrant reserves 10.51 M (27%), option pool 2.25 M (6%).
• Director & Officer Holdings: Combined beneficial ownership post‑transaction ≈ 3.36 M shares (13.17% of total). Notable holders: Simon Cohn 1,366,003 shares (5.35%), David Blair Way 735,000 (2.88%), Kevin Bottomley 525,000 (2.06%).

Notable Quotes

• “The completion of the Transaction and Private Placement positions V Ten Metals to advance the Tanami Project and re‑establish our presence on the TSXV,” – David Blair Way, CEO/President & Director.