A.C.L. Construction Ltd. (Formerly Samurai Capital Corp.) Announces Completion Of Qualifying Transaction

Executive Summary

• ACL Construction Ltd. completed its Qualifying Transaction, converting all securities of ACL Construction into shares and warrants of the newly‑named A.C.L. Construction Ltd., now trading under ticker “ACL” on the TSX‑V.
• The transaction included a 1‑for‑2 share consolidation, a three‑cornered amalgamation, and the conversion of a $3.09 M private placement of subscription receipts into shares/warrants.
• Post‑transaction ownership is now ~81% held by former ACL shareholders, ~5% legacy shareholders, and ~14% investors from the subscription receipt financing; key executives John McPherson and Thomas Hall each hold ~36% of the outstanding shares (undiluted).

Key Details

• Qualifying Transaction Structure
• Consolidation: 1 post‑consolidation common share for every 2 pre‑consolidation shares.
• Amalgamation: ACL Construction merged with 1510430 B.C. Ltd. to form “Amalco.”

• Exchange Ratio: ACL Construction shares (including those from subscription receipts) exchanged one‑for‑one for Amalco shares, then for post‑consolidation ACL shares.

• Trading Commencement

• New ticker: ACL on TSX‑V, expected to begin trading ~23 Feb 2026.

• CUSIP: 00092W108; listed as a Tier 2 Industrial Issuer.

• Management Changes

• All prior directors/officers (except Anthony Zelen) resigned; new team includes:

  • John McPherson – CEO & Director
  • Jeff Wagner – CFO & Corporate Secretary
  • Thomas Hall – COO
  • Rob Sandberg – Independent Director
  • Sophie Galper Komet – Independent Director
  • Anthony Zelen – Director (remains)

• Auditor & Transfer Agent

• MNP LLP appointed auditor.

• Odyssey Trust Company appointed transfer agent.

• Fiscal Year End: May 31.

• Subscription Receipt Financing (Feb 12 2026)

• 10,306,074 subscription receipts sold at $0.30 each → $3,091,822.20 gross proceeds.

• Automatic conversion into one ACL share + one ACL Construction warrant per receipt; warrants exercisable at $0.50 until 18 Feb 2029.

• Resulting Issuer Share Distribution (post‑transaction)

• Total outstanding: 73,522,074 shares.

  • Former ACL shareholders: 59,516,000 shares (~80.95%).
  • Legacy shareholders: 3,700,000 shares (~5.03%).
  • Subscription receipt investors: 10,306,074 shares (~14.02%).

• Early Warning Filings (NI 62‑103) – John McPherson & Thomas Hall each now beneficially own/control 26,500,000 Resulting Issuer Shares and 2,500,000 incentive stock options (~36% of the company on an undiluted basis).

• No Finder’s Fees were paid in connection with the subscription receipt financing.

Notable Quotes

(None provided in the release.)