VTen Provides Corporate Update on Previously Announced Qualifying Transaction and Private Placement

Executive Summary

• V Ten Capital Corp. provides an update on its proposed qualifying transaction to acquire 100% of Top End Exploration Pty Ltd (“TEX”) and a concurrent private placement of ~10.52 M units at C$0.25 per unit for up to C$2.63 M.
• The amendment changes the private‑placement structure to “units” (1 share + 1 warrant) and sets escrow release schedules for the payment shares; the transaction would leave vendors with ~31% of post‑closing V Ten shares, while no holder will own >10%.
• Upon closing, the company will rename itself V Ten Metals Corp., assume TEX’s assets (four exploration licences in the Tanami region) and continue as a Tier 2 mining issuer focused on Ni‑Cu‑PGE‑Au exploration.

Key Details

• Amendment (Jan 30 2026):
• Private placement units priced at C$0.25 each, each unit = 1 V Ten share + 1 warrant.
• Warrants exercisable at C$0.40 for two years after closing; acceleration clause if V Ten price ≥ C$0.60 for ten consecutive days.
• Private Placement Size: ~10,520,000 units → gross proceeds up to C$2,630,000.
• Use of Proceeds: Exploration & development of the TEX Property and general working capital.
• Escrow Schedule – Payment Shares (8 M total):
• 10% released 6 months post‑closing
• 30% released 12 months post‑closing
• 30% released 18 months post‑closing
• 30% released 24 months post‑closing
• QT Escrow Shares (790,503 shares to MPX): Release 10% at closing; thereafter 15% each at 6‑month intervals up to 36 months.
• Ownership Post‑Closing: Vendors ≈ 31% of V Ten shares; no single holder >10%.
• Name Change: Resulting issuer will be renamed V Ten Metals Corp.
• Board & Management Changes (effective upon closing):
• CEO/President → David Blair Way
• CFO/Corporate Secretary → Yilu “Lucy” Zhang
• Existing directors (Bottomley, Milne, Cohn) remain on board; Bottomley and Milne to resign their officer roles.
• Related‑Party Subscriptions: Insiders will subscribe for a total of 570,000 units (Cohn 100k, Bottomley 50k, Way 260k, Milne 100k, Zhang 60k). Treated as related‑party transactions under MI 61‑101.
• Loan Repayment at Closing:
• V Ten loan to TEX: C$25,000 (expected to be consolidated, not repaid)
• Director loans to TEX: A$50,000 (to be repaid promptly after closing).
• Closing Conditions: Satisfactory due diligence, board approvals, Exchange approval, minimum private‑placement proceeds of C$2.5 M, filing statement, and other customary conditions. If not closed by Feb 28 2026, private‑placement proceeds will be returned to subscribers.
• Significant Assets Acquired: TEX’s 100% interest in JRE Mining Pty Ltd, which holds four exploration licences (EL 23875, EL 23848, etc.) in the Tanami region, with historic low‑grade gold work and recent reinterpretation indicating Ni‑Cu‑PGE, orogenic gold, and REE potential.
• Historical Financials of TEX (3‑month ended Sep 30 2025):
• Assets: A$1,572,666
• Liabilities: A$1,902,488
• Revenues: Nil
• Net loss: A$17,796

Notable Quotes

• “The Proposed Transaction will provide V Ten with a fully funded platform to advance the TEX Property and transition into a Tier 2 mining issuer,” – Simon Cohn, Director.

Materiality Assessment: Material – Positive (the transaction constitutes the qualifying transaction for the capital‑pool company, involves a sizable financing, changes ownership structure, and sets the path for future exploration activities).