Gold Candle Ltd. has agreed to acquire Fokus Mining Corporation in an all-cash transaction valuing Fokus at approximately C$65 million. Fokus shareholders, other than rollover participants, will receive C$0.26 per share, reflecting a 33.3% premium to the February 11, 2026 TSXV closing price and a 36.8% premium to the 10-day VWAP. The deal will add Fokus’ inferred mineral resources of 1.4 million ounces of gold and its 15,988-hectare land package along the Larder Lake Cadillac Break, increasing Gold Candle’s inferred mineral resources by 1.4 million ounces and expanding its Abitibi land position to over 20,000 hectares. Fokus’ board and special committee have unanimously approved the transaction and recommend shareholders vote in favour. The consideration is supported by a concurrent Gold Candle private placement of approximately C$50.05 million (18.2 million shares at C$2.75). The technical disclosure references a gold price of US$1,750 per ounce, equivalent to about C$2,386 per ounce at prevailing exchange rates on February 12, 2026. Closing, expected in Q2 2026, is subject to shareholder, court and customary approvals, after which Fokus shares are expected to be delisted and Fokus will cease to be a reporting issuer. Bennett Jones LLP and Lavery de Billy L.L.P. advise Fokus and its special committee, with Clarus Securities Inc. as financial advisor; Goodmans LLP advises Gold Candle.