Mr. Kevin Bottomley reports
VTEN ANNOUNCES CONDITIONAL TSXV ACCEPTANCE FOR QUALIFYING TRANSACTION
V Ten Capital Corp., further to its previous announcements dated Sept. 30, 2025, and Feb. 19, 2026, has received conditional acceptance of the TSX Venture Exchange to close its transaction with the shareholders of Top End Exploration Pty. Ltd. ACN 663 253 861 (TEX), a private Australian company, to be conducted in accordance with a definitive share sale agreement dated Sept. 29, 2025, as amended on Jan. 30, 2026, among the company and the vendors. Pursuant to the agreement, the company will acquire 100-per-cent ownership of the outstanding common shares of TEX in exchange for eight million common shares of the company, and thereby acquire a 100-per-cent interest in and to four semi-contiguous granted exploration licences (ELs) located in Northern Territory, Australia, being EL 23848, EL 31402, EL 23874 and EL 23875, comprising 1,237 square kilometres (km). The transaction will constitute the company's qualifying transaction as such term is defined under exchange Policy 2.4, Capital Pool Companies.
As previously announced, the company will conduct a concurrent non-brokered private placement of up to 10.52 million units at a price of 25 cents per unit for aggregate gross proceeds of up to $2.63-million, in accordance with prospectus exemptions available to the company under National Instrument 45-106, Prospectus Exemptions. Each unit will comprise one common share of the company and one common share purchase warrant, with each warrant exercisable to purchase one common share of the company at a price of 40 cents for a period of 24 months from the closing date, subject to the terms and conditions of the certificates representing the warrants.
The company anticipates that it will close the transaction and the private placement concurrently on Feb. 27, 2026.
In connection with the transaction and the private placement, the company has filed, under its profile on SEDAR+, a filing statement dated Feb. 17, 2026, as well as a technical report in respect of the property, entitled "NI 43-101 Technical Report on the Tanami Project, Northern Territory, Australia," with an effective date of Sept. 29, 2025, prepared for the company by H&S Consultants Pty. Ltd.
Prospective investors are encouraged to review the filing statement, which provides detailed information about the transaction, the company, TEX, the property and the resulting issuer of the transaction, including financial statements of TEX and pro forma financial statements of the resulting issuer. Information in the filing statement regarding the property is derived from the technical report and should be read with reference to the full text of the technical report.
The completion of the transaction and the private placement is subject to the final approval of the exchange, as well as other customary conditions precedent set forth in the agreement. All of the securities to be issued under transaction and the private placement will be subject to voluntary contractual resale restrictions in addition to a four-month-and-one-day hold period required under applicable securities laws, all of which is set forth in the filing statement.
About V Ten Capital Corp.
V Ten is a Canadian capital pool company (CPC) listed on the TSX Venture Exchange. V Ten is led by a highly qualified team with a record of successful exploration worldwide.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.