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A.C.L. Construction Ltd. Announces Shares for Debt Settlement



A.C.L. Construction Ltd.
 

FORT ST. JOHN, British Columbia – TheNewswire - September 23, 2026 - A.C.L. Construction Ltd. (TSXV: ACL; OTCQB: AACLF; FSE: A3L0) (the "Company" or "A.C.L."), a leading provider of civil construction services, project management, general construction and underground utilities in the Peace Region of British Columbia, is pleased to announce that, subject to the acceptance of the TSX Venture Exchange (the “TSXV”), it intends to settle an aggregate of $234,495.01 of indebtedness owing to a director of the Company, an officer of the Company, and a corporation controlled by a director of the Company (collectively, the “Creditors”) through the issuance of an aggregate of 1,954,123 common shares of the Company (the “Debt Shares”) at a deemed price of $0.12 per Debt Share (collectively, the “Shares for Debt Transaction”).

The indebtedness being settled is owing to the Creditors pursuant to loans and other amounts advanced by the Creditors to the Company. Following completion of the Shares for Debt Transaction, the Company will have 75,592,864 common shares issued and outstanding.

The Debt Shares issued in connection with the Shares for Debt Transaction will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

Because one of the Creditors is a director of the Company, another Creditor is an officer of the Company, and the third Creditor is a corporation controlled by a director of the Company, the Shares for Debt Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof, respectively, on the basis that neither the fair market value of the securities to be issued to, nor the fair market value of the consideration paid by, the Creditors, exceeds 25% of the Company’s market capitalization.

About A.C.L. Construction Ltd.

A.C.L. Construction is a civil construction company headquartered in Northeastern British Columbia. The company specializes in the infrastructure services that keep Western Canada and the Territories resource sector operational. The Company delivers large-scale earthworks, underground utility installations and tie-ins, oilfield road construction and maintenance, project management, and remediation and reclamation services across some of the region’s most demanding and remote environments.

The Company is listed on the TSX Venture Exchange (TSXV: ACL), the OTCQB (OTCQB: AACLF) and the Frankfurt Stock Exchange (FSE: A3LO). For more information, visit http://aclconstructionltd.com

For further information please contact:

A.C.L. Construction Ltd.

John McPherson

Telephone: 250-263-1205

Email: john@aclcon.ca

Website: www.aclconstructionltd.com

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to the proposed closing of the Shares for Debt Transaction and the receipt of TSXV acceptance therefor, and all other statements that are not historical in nature.

Such statements and information reflect the current view of ACL. Various risks and uncertainties may affect the validity of such assumptions or factors, and readers are cautioned not to place undue reliance on any such forward-looking statements. Actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements and information, and, accordingly, no assurance can be given that any of the events anticipated by such forward-looking statements will transpire or occur, or, if any of them do so, what benefits, if any, the Company will derive therefrom. ACL disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the TSXV 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 release.