A.C.L. Construction Ltd. Finalizes Acquisition
VANCOUVER, BRITISH COLUMBIA — February 18, 2026 — Leads & Copy — A.C.L. Construction Ltd. (TSX-V: ACL) has finalized its acquisition of A.C.L. Construction Ltd. in a qualifying transaction, as per TSX Venture Exchange policies.
The transaction was structured as a three-cornered amalgamation, where ACL Construction merged with 1510430 B.C. Ltd., a subsidiary of A.C.L. Construction Ltd. The resulting entity, Amalco, then exchanged its shares with A.C.L. Construction Ltd. on a one-for-one basis.
Trading of the Resulting Issuer Shares, under the ticker symbol “ACL”, is expected to begin on the TSXV around February 23, 2026. The CUSIP number for these shares is 00092W108. The company will be listed as a Tier 2 Industrial Issuer on the TSXV.
Following the transaction, all directors and officers of the Company, except Anthony Zelen, stepped down. Zelen remains a director. The new leadership includes John McPherson as CEO and Director, Jeff Wagner as CFO and Corporate Secretary, Thomas Hall as COO, and Rob Sandberg and Sophie Galper Komet as Independent Directors.
MNP LLP has been appointed as the auditor, and Odyssey Trust Company as the transfer agent for the Resulting Issuer Shares. The company’s fiscal year will end on May 31.
On February 12, 2026, ACL Construction completed a private placement of 10,306,074 subscription receipts at $0.30 each, raising $3,091,822.20. These receipts converted into ACL Shares and warrants, which were then exchanged for Resulting Issuer Shares and warrants of the Company.
Post-transaction, there are 73,522,074 Resulting Issuer Shares outstanding. Former ACL Shares holders own approximately 80.95%, legacy shareholders own about 5.03%, and Subscription Receipt Financing investors hold roughly 14.02%.
John McPherson and Thomas Hall each own or control 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. They may adjust their investments based on market conditions.
ACL Construction 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.
Further details on the Qualifying Transaction can be found in the Filing Statement of Samurai Capital Corp. from April 14, 2025, available on SEDAR+.
Source: A.C.L. Construction Ltd.
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