Mr. Philippe MacKay reports

GOLD CANDLE AGREES TO ACQUIRE FOKUS MINING, SIGNIFICANTLY ENHANCING ITS PRESENCE IN THE ABITIBI

Fokus Mining Corp. and Gold Candle Ltd. have entered into a definitive arrangement agreement dated Feb. 11, 2026, pursuant to which Gold Candle will acquire all of the issued and outstanding common shares in the capital of Fokus by way of a plan of arrangement in an all-cash transaction that implies an equity value for Fokus of $65-million.

The transaction provides immediate value to Fokus shareholders through the realization of a significant premium. At the same time, Gold Candle will further enhance its asset base in the Abitibi through the addition of Fokus's existing 1.4 million ounces of inferred gold mineral resources (41.2 million tonnes at 1.07 grams per tonne gold) and its 15,988-hectare land package along the Larder Lake Cadillac Break.

CEO commentary

Philippe MacKay, president and chief executive officer of Fokus, stated:

"This transaction represents an exceptional outcome for shareholders of Fokus. We are proud of our accomplishments, land acquisitions and the work completed to advance our business over the last several years. We are particularly excited to see those efforts translate into immediate and tangible value for our shareholders."

Rick Howes, chief executive officer of Gold Candle, stated:

"We are incredibly excited to enter into this transaction which will substantially increase our already significant and highly prospective landholdings along strike to the east on the Larder Lake Cadillac Break and into the province of Quebec.

"In acquiring the Fokus portfolio, we add near-term optionality to our prospective development at Kerr-Addison. This strategic land acquisition will immediately be integrated into our greenfield exploration efforts as we further commit to our aggressive drill programs in one of the best gold belts in the world. We very much look forward to building on Fokus's strong exploration success and stakeholder engagement efforts."

Transaction highlights

• All-cash consideration: Shareholders, other than the rollover shareholders (as defined below), will receive cash consideration of 26 cents per share, providing immediate value and liquidity.
• Premium to market: The consideration represents a premium of 33.3 per cent to the closing price of the shares on the TSX Venture Exchange on Feb. 11, 2026, and a premium of 36.8 per cent to the 10-day volume-weighted average trading price of the shares on the TSX-V as of Feb. 11, 2026.
• Voting support agreements: Each of the directors and officers of Fokus have entered into voting support agreements with Gold Candle, agreeing to support the transaction in accordance with the terms and conditions of thereof.

Board and special committee recommendation

The arrangement agreement received unanimous approval from the board of directors of Fokus following the unanimous recommendation of a committee of independent directors, after the special committee and the board each determined that the transaction is fair, reasonable and in the best interests of Fokus.

The arrangement agreement is the result of a comprehensive arm's-length negotiation process conducted with the oversight and participation of the special committee, which was advised by independent legal and financial advisers.

The special committee received an independent fairness opinion from the special committee's financial adviser, Clarus Securities Inc., that, "as of Feb. 11, 2026 and based upon and subject to various assumptions, limitations, qualifications and other matters to be set forth in Clarus's written opinion, the consideration to be received by shareholders (other than the rollover shareholders) under the transaction was fair, from a financial point of view, to such shareholders."

Transaction details

Pursuant to the transaction, shareholders (other than rollover shareholders) will receive 26 cents in cash for each share held. Certain shareholders, including all of Fokus's directors and officers, have entered into rollover agreements with Gold Candle, pursuant to which they have agreed to transfer their shares to Gold Candle in exchange for shares of Gold Candle. All rollovers will occur at an equivalent value as the cash purchase price of 26 cents per share.

The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporations Act and will constitute a business combination for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The transaction is subject to certain shareholder approvals, including (i) approval by not less than 66.66 per cent of the votes cast by shareholders, and (ii) a majority of the votes cast by holders of shares excluding the shares held by rollover shareholders and any other shareholder required to be excluded pursuant to MI 61-101, at a special shareholders meeting called to consider the transaction. The transaction must also be approved by the Superior Court of Quebec, which will consider the fairness and reasonableness of the transaction to shareholders. Completion of the transaction is also subject to other customary conditions.

Assuming the timely satisfaction of all closing conditions, the transaction is expected to close during the second quarter of 2026. Pursuant to the arrangement agreement, and in certain circumstances prior to obtaining shareholder approval, the board may consider unsolicited acquisition proposals. If the board determines that an acquisition proposal constitutes a superior proposal to the transaction (as prescribed in the arrangement agreement), it may, subject to a customary right to match in favour of Gold Candle, withdraw, modify or amend its recommendation that shareholders vote to approve the transaction.

The break fee payable by Fokus of $1.8-million is payable in limited customary circumstances, such as when the arrangement agreement is terminated as a result of a change in the board's recommendation, which the special committee and the board have been advised, and believe, to be reasonable in the circumstances.

The transaction is not subject to a financing condition. Shareholders will be entitled to customary dissent rights with respect to the transaction.

Following completion of the transaction, it is expected that the shares will be delisted from the TSX-V, OTCQB tier of the OTC Markets Group and Frankfurt Stock Exchange, and Fokus will cease to be a reporting issuer in all applicable Canadian jurisdictions.

Further details regarding the terms of the transaction are set out in the arrangement agreement, form of voting support agreement and form of rollover agreement which will be publicly filed on Fokus's SEDAR+ profile. Additional information regarding the terms of the arrangement agreement, the background to the transaction, and the rationale for the recommendations of the special committee and the board, along with a copy of the fairness opinion will be included in the management information circular to be provided in connection with the meeting.

Gold Candle private placement

Certain Gold Candle shareholders have committed to purchase common shares of Gold Candle pursuant to a private placement for total gross proceeds of $50.05-million, which will be used to finance a portion of the transaction.

The private placement is conditional on the closing of the transaction and will consist of the issuance of 18.2 million common shares in the capital of Gold Candle priced at $2.75 per share. Gold Candle is anticipated to have approximately 220 million common shares outstanding after completion of the offering, excluding shares issued pursuant to the rollover agreements.

This capital raise is strongly supported by existing Gold Candle shareholders, including the Gold Candle board of directors and is indicative of Gold Candle's support for the transaction.

Qualified person

The scientific and technical information in this press release was reviewed and approved by Philippe MacKay, PEng, president and chief executive officer of Fokus. Mr. MacKay is a qualified person as defined under National Instrument 43-101 and a professional engineer registered with Ordre des ingenieurs du Quebec (OIQ). Mr. MacKay consents to the publication of this press release and certifies that the information is provided fairly and accurately represents the scientific and technical information disclosed within it.

Technical report

Additional scientific and technical information regarding the Galloway project is contained in the technical report titled "NI 43-101 Technical Report and Mineral Resource Estimate for the Galloway Project, Quebec, Canada" dated May 7, 2023 (with an effective date of March 21, 2023), prepared by InnovExplo and authored by Alain Carrier, MSc, PGeo, Olivier Vadnais-Leblanc, PGeo, Marc R. Beauvais, PEng, and David Le Tourneux, PEng, MSc. The report is available for download on SEDAR+.

About Fokus Mining Corp.

Fokus is a mineral resource company focused on the acquisition and exploration of precious metal deposits in Quebec's Abitibi region. Fokus's flagship Galloway project is located approximately 20 kilometres west of Rouyn-Noranda, immediately north of the Cadillac-Larder Lake fault.

The 100-per-cent-owned Galloway project hosts an inferred mineral resource of 1.42 million ounces of gold (41,195,000 tonnes grading 1.07 g/t Au) at a gold price of $1,750 (U.S.) per ounce.

Fokus's land package totals 15,988 hectares along the Cadillac-Larder Lake fault and includes nine 100-per-cent-owned properties: Galloway, Cadillac Break, Lucky Break, Wasa Creek, Wasa East, Silidor, Stadacona-East, Deep and Dufay, plus a 40-per-cent interest in the Capricorn property.

About Gold Candle Ltd.

Gold Candle is a privately financed Canadian exploration company existing under the laws of Ontario, led by a diverse and experienced team of mining professionals. In 2015, Gold Candle acquired claims over the historic Kerr-Addison gold mine and surrounding area in McGarry township, located in the Timiskaming district of Ontario. Gold Candle is committed to responsible mineral exploration that benefits local communities, employees and shareholders while respecting people and the environment.

Advisors Bennett Jones LLP is acting as legal counsel to Fokus, and Lavery, de Billy LLP is acting as legal counsel to the special committee. Clarus is acting as financial adviser to the special committee, and Clarus also provided a fairness opinion to the special committee.

Goodmans LLP is acting as legal counsel to Gold Candle.

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