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VANCOUVER, BRITISH COLUMBIA – February 18, 2026 – TheNewswire – A.C.L. Construction Ltd. (formerly Samurai Capital Corp. ) (the “ Company ” or the “ Resulting Issuer ”) (TSX-V: ACL) , is pleased to announce that it has completed the acquisition (the “ Qualifying Transaction ”) of all of the issued and outstanding securities of A.C.L. Construction Ltd. (“ ACL Construction ”), constituting its “Qualifying Transaction” within the meaning of Policy 2.4 — Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”). Prior to completion of the Qualifying Transaction, the Company effected a consolidation (the “ Consolidation ”) of its outstanding common shares on the basis of one (1) post-Consolidation common share for every two (2) pre-Consolidation common shares and changed its name to “A.C.L. Construction Ltd.”.

The Qualifying Transaction was completed by way of a ‘three-cornered amalgamation’ pursuant to which, among other things: (a) ACL Construction amalgamated with 1510430 B.C. Ltd., a wholly-owned subsidiary of the Company, pursuant to the provisions of the Business Corporations Act (British Columbia) (the “ Amalgamation ”) to form a new amalgamated entity (“ Amalco ”) (b) all of the common shares of ACL Construction (the “ ACL Shares ”), including those issued as a result of the conversion of the Subscription Receipts (as defined below), outstanding immediately prior to the Amalgamation were exchanged for common shares of Amalco (the “ Amalco Shares ”), which Amalco Shares were subsequently exchanged with the Company for post-Consolidation common shares of the Company (each, a “ Resulting Issuer Share ”) on a one-for-one basis (the “ Exchange Ratio ”); and (c) all convertible securities of ACL Construction  were exchanged for convertible securities of the Company on economically equivalent terms on the basis of the Exchange Ratio as further described in the Company’s filing statement.

It is anticipated that trading of the Resulting Issuer Shares, under the new ticker symbol “ACL”, will commence on the TSXV on or about February 23, 2026.  The CUSIP for the Resulting Issuer Shares is 00092W108.  The Company will be listed as a Tier 2 Industrial Issuer on the TSXV.

Immediately following completion of the Qualifying Transaction, all directors and officers of the Company, other than Anthony Zelen resigned from their positions as officers and directors of the Company, as applicable.  Anthony Zelen resigned as an officer of the Company, but remains a director of the Resulting Issuer.  The directors and officers of the Resulting Issuer are:

• John McPherson, Chief Executive Officer and Director  

• Jeff Wagner, Chief Financial Officer and Corporate Secretary  

• Thomas Hall, Chief Operating Officer  

• Rob Sandberg, Independent Director  

• Sophie Galper Komet, Independent Director  

• Anthony Zelen, Director  

Concurrent with the closing of the Qualifying Transaction, MNP LLP, has been appointed auditors of the Resulting Issuer and Odyssey Trust Company has been appointed transfer agent for the Resulting Issuer Shares.  The Resulting Issuer’s fiscal year end will be May 31.

On February 12, 2026, ACL Construction completed a non-brokered private placement of 10,306,074 subscription receipts (the “ Subscription Receipts ”) at a price of $0.30/Subscription Receipt for aggregate gross proceeds of $3,091,822.20 (the “ Subscription Receipt Financing ”). Immediately before the completion of the Qualifying Transaction and upon the satisfaction of certain escrow release conditions, the Subscription Receipts were automatically converted, for no additional consideration, into one ACL Share and one ACL Construction common share purchase warrant (an “ ACL Construction  Warrant ”), with each ACL Construction Warrant is exercisable to purchase one additional ACL Share at a price of $0.50 until February 18, 2029.  In connection with the Amalgamation, all such ACL Shares and ACL Warrants were exchanged for Resulting Issuer Shares and warrants of the Company on economically equivalent terms (“ Resulting Issuer Warrants ”) on the basis of the Exchange Ratio. No finders fees were paid in connection with the Subscription Receipt Financing.

Following completion of the Qualifying Transaction, there are 73,522,074 Resulting Issuer Shares outstanding, of which 59,516,000 Resulting Issuer Shares, representing approximately 80.95% of the issued and outstanding Resulting Issuer Shares, are held by the former holders of ACL Shares, 3,700,000 Resulting Issuer Shares, representing approximately 5.03% of the issued and outstanding Resulting Issuer Shares, are held by legacy shareholders, and 10,306,074 Resulting Issuer Shares, representing approximately 14.02% of the issued and outstanding Resulting Issuer Shares, are held by investors in the Subscription Receipt Financing.

For further information regarding the Qualifying Transaction and the Resulting Issuer, please see the Filing Statement of Samurai Capital Corp. dated April 14, 2025, which is available on SEDAR+ at www.sedarplus.ca, as well as the Company’s news releases dated April 16, 2025, November 13, 2024 and August 22, 2024.

Early Warning Disclosure

In accordance with National Instrument 62-103 –  The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, each of John McPherson (“ Mr. McPherson ”) ( 1 1004 92nd Street, Fort St. John, BC  V1J 6Y9 ) and Thomas Hall (“ Mr. Hall ”) ( 13359 Daunes Road, Charlie Lake, BC  V1J 8G9) will file an early warning report (each an “ Early Warning Repor t ”) regarding the change in their respective ownership and/or control of securities of the Company.

Prior to the completion of the Qualifying Transaction, Mr. McPherson did not beneficially own or exercise control over any securities of the Company.  Following the Qualifying Transaction, Mr. McPherson beneficially owns or exercises control or direction over 26,500,000 Resulting Issuer Shares and 2,500,000 incentive stock options of the Resulting Issuer (“ Options ”), representing approximately 36.04% and 36.93% of the issued and outstanding Resulting Issuer Shares on an undiluted and partially diluted basis, respectively.

Prior to the completion of the Qualifying Transaction, Mr. Hall did not beneficially own or exercise control over any securities of the Company. Following the Qualifying Transaction, Mr. Hall beneficially owns or exercises control or direction over 26,500,000 Resulting Issuer Shares and 2,500,000 incentive stock Options, representing approximately 36.04% and 36.93% of the issued and outstanding Resulting Issuer Shares on an undiluted and partially diluted basis, respectively.

Each of Mr. McPherson and Mr. Hall intend to review their respective investments in the Company on a continuing basis and may purchase or sell Resulting Issuer Shares, either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions that Mr. McPherson and Mr. Hall, as applicable, deem appropriate. A copy of the Early Warning Reports for Mr. McPherson and Mr. Hall will be filed on the Company’s profile on SEDAR+ at  www.sedarplus.ca .  Copies may also be requested from the Company by contacting the Company’s Chief Financial Officer at jeff.wagner@aclcon.ca.

About ACL Construction

ACL maintains a full fleet of heavy equipment and works on complex highway, civil and oilfield projects requiring strong knowledge and experience in multiple technical areas. ACL’s key services include (among others) project management, reclamation & remediation and aggregate sales .

For further information please contact:

A.C.L. Construction Ltd.

John McPherson

Telephone: 250-263-1205

Email: john@aclcon.ca

Website: www.aclconstructionltd.com

Cautionary Statement Regarding Forward Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to the anticipated date when the Company’s common shares will commence trading on the TSX Venture Exchange, and all other statements that are not historical in nature. Such statements and information reflect the current view of ACL. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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