Vancouver, British Columbia — February 20, 2026 — Leads & Copy —
V Ten Capital Corp. (TSXV: VTEN.P) (VTen or the Company) announced that it has received conditional acceptance from the TSX Venture Exchange (the Exchange) to close its transaction with the shareholders (the Vendors) of Top End Exploration Pty Ltd ACN 663 253 861 (TEX), a private Australian company. The transaction will be conducted in accordance with a definitive Share Sale Agreement dated September 29, 2025, as amended on January 30, 2026 (the Agreement), among the Company and the Vendors.
According to the agreement, VTen will acquire 100% ownership of the outstanding common shares of TEX in exchange for 8,000,000 common shares of the Company. This acquisition will give VTen a 100% interest in four semi-contiguous granted exploration licenses (ELs) located in Northern Territory, Australia, identified as EL 23848, EL 31402, EL 23874, and EL 23875, covering 1,237km2 (the Property). This transaction will constitute the Company’s Qualifying Transaction as defined under Exchange Policy 2.4 – Capital Pool Companies.
VTen will conduct a concurrent non-brokered private placement of up to 10,520,000 units at a price of $0.25 per unit for aggregate gross proceeds of up to $2,630,000, in accordance with prospectus exemptions available to the Company under National Instrument 45-106 – Prospectus Exemptions (the Private Placement). Each unit will include one common share of the Company and one common share purchase warrant (Warrant). Each Warrant can be used to purchase one common share of the Company at a price of $0.40 for twenty-four (24) months from the closing date, subject to the terms and conditions of the certificates representing the Warrants.
The company anticipates closing the Transaction and the Private Placement concurrently on February 27, 2026.
VTen has filed a filing statement dated February 17, 2026 (the Filing Statement) under its profile on SEDAR+ available at www.sedarplus.ca, as well as a technical report regarding the Property entitled “NI 43-101 Technical Report on the Tanami Project, Northern Territory, Australia” with an effective date of September 29, 2025, prepared for the Company by H&S Consultants Pty Ltd (the Technical Report).
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 (the Resulting Issuer), 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.
VTen is a Canadian Capital Pool Company (CPC) listed on the TSX Venture Exchange.
Source: V Ten Capital Corp.
