Conquest Resources Closes Final Tranche of Non-Brokered Private Placement Financing Upsized Financing up to $415,000

Rhea-AI Summary

Conquest Resources (CQRLF) closed the final tranche of a non-brokered private placement and upsized the offering to $415,000 by issuing 8,300,000 shares at $0.05 per share on February 19, 2026.

Proceeds will fund the Belfast-Teck Mag Project in Ontario and working capital; $9,000 in finder’s fees (6%) were paid. The placement included an insider participant and relies on TSXV acceptance and MI 61-101 exemptions.

Positive

• Raised $415,000 via issuance of 8,300,000 shares
• Proceeds earmarked for Belfast-Teck Mag Project and working capital

Negative

• Paid $9,000 in finder’s fees (6% of related subscriptions)
• Placement includes an insider participation, requiring MI 61-101 exemptions

Toronto, Ontario--(Newsfile Corp. - February 19, 2026) - Conquest Resources Limited (TSXV: CQR) ("Conquest" or the "Company") is pleased to announce that it has closed the final tranche of its previously announced $300,000 non-brokered financing and, due to a high level of interest, the anticipated size of the financing is being increased to $415,000 by issuing 8,300,000 shares at a price of $0.05 per Share for gross proceeds of $415,000 (the "Financing").

The gross proceeds from the Financing will be used for the Company's Belfast-Teck Mag Project in Ontario, and for working capital and general corporate purposes.

In connection with the Financing, the Company has paid an aggregate of $9,000 in cash finder's fees to an arms' length party representing 6% of the gross proceeds of the Shares that were sold to subscribers introduced by such party

Insider Participation

This private placement by an Insider, who is a 'Related Party' within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (the "Instrument") constitutes a 'related party transaction' under the Instrument. The transaction is exempt from the formal valuation and minority shareholder approval requirements of the Instrument by virtue of s. 5.5(c) – distribution of securities for cash; and 5.7(b) – fair market value of not more than $2,500,000, respectively.

The Company is relying on the exemptions from the formal valuation requirement under section 5.5(b) of MI 61-101 and the minority shareholder approval requirement under section 5.7(a) of MI 61-101, as the fair market value of the Shares to be issued to the related party does not exceed 25% of the Company's market capitalization.

No new control person will be created because of this Private Placement.

The Financings are subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, acceptance of the TSX Venture Exchange. There can be no assurance that the Financings will be completed, whether in whole or in part, and will be subject to a hold period of four months and one day from the closing date of the FT Financings in accordance with applicable securities laws.

ABOUT CONQUEST

Conquest Resources Limited, incorporated in 1945, is a mineral exploration company that is exploring base metals and gold on mineral properties in Ontario.

Conquest holds a 100% interest in the Belfast-Teck Mag Project, located in the Temagami Mining Camp at Emerald Lake, Ontario, which is believed to have exceptional exploration upside for magmatic sulphide deposits (Cu-Ni-PGE), VMS, IOCG, Iron formation hosted Au and Paleo-placer Au.

The Belfast-Teck Mag Project is the Company's flagship property, evolved from the Golden Rose Project, which was initially acquired in December 2017, and significantly augmented through the acquisition of Canadian Continental Exploration Corp. ("CCEC") in 2020 and subsequent additional claim staking and purchases in its adjacent Belfast Copper Property and Teck Mag Property.

Conquest now controls over 300 square kilometers of underexplored territory in the Temagami Mining Camp, including the past producing Golden Rose Mine at Emerald Lake.

Conquest also holds a 100% interest in the Alexander Gold Property located immediately east of the Red Lake and Campbell mines in the heart of the Red Lake Gold Camp along the important "Mine Trend" regional structure. Conquest's property is almost entirely surrounded by Evolution Mining landholdings.

In addition, the Company holds interests in the Smith Lake Gold Property.

FOR FURTHER INFORMATION CONTACT:
general@conquestresources.com 
www.ConquestResources.com
Tom Obradovich
President & Chief Executive Officer 416-985-7140

Cautionary Statement Regarding Forward-Looking Information

Certain statements included in this press release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward-looking statements. These forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release.

Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors" in the Company's latest annual information form filed on March 21, 2025, which is available under the Company's SEDAR+ profile at www.sedarplus.ca and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release.

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 news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284583

FAQ

How much did Conquest Resources (CQRLF) raise in the upsized private placement on February 19, 2026?

Conquest raised $415,000 by issuing 8,300,000 shares at $0.05 per share. According to the company, proceeds will support the Belfast-Teck Mag Project and general working capital needs.

What will the $415,000 financing mean for Conquest Resources (CQRLF) operations?

The financing will fund the Belfast-Teck Mag Project and provide working capital. According to the company, gross proceeds are allocated to project work in Ontario and general corporate purposes.

Did Conquest Resources (CQRLF) pay any fees related to the February 2026 private placement?

Yes. The company paid $9,000 in cash finder’s fees, equal to 6% of the gross proceeds from subscribers introduced by the finder. According to the company, the fees were paid to an arm’s-length party.

Does the February 19, 2026 private placement for Conquest Resources (CQRLF) involve insider participation?

Yes. The placement included an insider who is a related party and the transaction relied on MI 61-101 exemptions. According to the company, no new control person will be created by the placement.

Is the Conquest Resources (CQRLF) financing subject to regulatory approvals or hold periods?

Yes. The financings are subject to TSXV acceptance and other approvals and carry a four-month-plus-one-day hold period. According to the company, there is no assurance the financings will be completed.

What exemptions under MI 61-101 did Conquest Resources (CQRLF) rely on for the related-party placement?

The company relied on section 5.5(b)/5.5(c) and 5.7(a)/5.7(b) exemptions of MI 61-101 for valuation and minority approval. According to the company, the fair market value does not exceed prescribed thresholds.