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A.I.S. Resources Announces Adoption of Shareholder Rights Plan

MWN-AI** Summary

A.I.S. Resources Limited (TSXV: AIS, OTC-Pink: AISSF) announced the adoption of a shareholder rights plan designed to protect its shareholders during any potential take-over bids. This Rights Plan, approved by the company’s board of directors on February 13, 2026, aims to ensure fair treatment for all shareholders and prevent unwanted control acquisitions, particularly those termed "creeping" take-over bids that skirt Canadian regulations.

The Rights Plan is activated if an entity (referred to as an "Acquiring Person") attempts to acquire 20% or more of the company's shares without adhering to the Rights Plan's stipulated "permitted bid" provisions or lacking board approval. If triggered, shareholders—excluding the acquiring party—will have the right to purchase additional shares at a 50% discount to the prevailing market price, significantly enhancing shareholder value.

Each issued share will come with a right, and the plan is immediately effective but requires ratification by shareholders at the upcoming annual general and special meeting scheduled for March 10, 2026. Should shareholders not ratify the plan by August 3, 2026, it will automatically terminate, causing all rights issued under it to be canceled.

The adoption of the Rights Plan is not in response to any existing acquisition intentions, but rather a proactive measure in line with practices among Canadian companies. A.I.S. Resources, which operates in the natural resource sector, aims to unlock value through early-stage project acquisitions and is led by a team with substantial expertise in engineering, geology, and finance.

As the company navigates this strategic process, it continues to uphold transparency and due diligence for its investors.

MWN-AI** Analysis

The recent announcement by A.I.S. Resources Limited (TSXV: AIS) regarding its adoption of a shareholder rights plan (the "Rights Plan") marks a significant strategic move aimed at safeguarding shareholder interests. This initiative, designed to prevent unsolicited takeovers and to ensure fair treatment for all shareholders, should be closely monitored by investors and analysts alike.

The implementation of the Rights Plan indicates proactive governance by AIS's board, particularly in response to potential creeping takeovers that could destabilize shareholder value. In an era where market dynamics often lead to aggressive acquisition strategies, this plan allows the company to maintain control over its corporate structure. The provision that rights become exercisable if an acquiring entity seeks to purchase 20% or more of outstanding shares without board approval demonstrates a commitment to protecting the company's integrity.

Investors should be aware that while the Rights Plan is a defensive measure, it is also subject to shareholder approval at the upcoming annual general meeting on March 10, 2026. Therefore, those considering positions in AIS should assess the likelihood of shareholder support. If the plan is ratified, it could enhance investor confidence, potentially leading to a positive impact on the stock price.

Furthermore, given that the rights can be exercised at a 50% discount in certain circumstances, there is a value proposition for existing shareholders that needs to be factored into financial models. However, the rights being redeemable by the company introduces a layer of uncertainty that investors should weigh carefully.

In summary, while the Rights Plan positions A.I.S. Resources favorably against hostile bids, the company’s performance will ultimately depend on its strategic execution and shareholder support. Investors are advised to stay attuned to these developments and consider the potential implications for long-term value creation.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

VANCOUVER, B.C., Feb. 13, 2026 (GLOBE NEWSWIRE) -- A.I.S. Resources Limited (TSXV: AIS, OTC-Pink: AISSF) (“AIS” or the “Company”) is pleased to announce that its board of directors (the “Board”) has approved a shareholder rights plan (the “Rights Plan”). The adoption of the Rights Plan is intended to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company's shares (as defined in the Rights Plan) and to protect against acquisitions of control of the Company through purchases of shares that are exempt from applicable Canadian take-over bid rules, also referred to as "creeping" take-over bids. The Rights Plan is substantially similar to shareholder rights plans adopted by other Canadian issuers, and it was not adopted in response to any specific proposal or intention to acquire control of the Company.

Subject to the terms of the Rights Plan, the rights will become exercisable only when a person (an "Acquiring Person"), together with its affiliates, associates and joint actors, acquires or attempts to acquire beneficial ownership of 20% or more of the outstanding shares without complying with the "permitted bid" provisions of the Rights Plan or without approval of the Board. Should such an acquisition occur or be announced, each right would, upon exercise, entitle the holder thereof, (other than the Acquiring Person and its affiliates, associates and joint actors), to purchase shares at a 50% discount to the market price at the time. The Rights Plan provides that the rights are redeemable by the Company in certain circumstances. Pursuant to the Rights Plan, one right shall be issued at the record time in respect of each share issued and outstanding at the record date, and one right shall be issued in respect of each share issued after the record date.

The Rights Plan is effective immediately but is subject to ratification by shareholders of the Company at the Company’s 2026 annual general and special meeting of shareholders, which will be held on March 10, 2026 and to final approval of the TSX Venture Exchange. If the Rights Plan is not ratified by Company’s shareholders on or prior to August 3, 2026 the Rights Plan will terminate and all rights issued thereunder will be cancelled. A copy of the Rights Plan will be filed under the Company’s profile on SEDAR at www.sedarplus.ca

About A.I.S. Resources Limited

A.I.S. Resources Limited is a publicly traded company listed on the TSX Venture Exchange. The company focuses on natural resource opportunities, aiming to unlock value by acquiring early-stage projects and providing the necessary technical and financial support to develop them. AIS is guided by a seasoned team of engineers, geologists and finance professionals with a proven record of success in capital markets.

On Behalf of the Board of Directors,
A.I.S. Resources Limited
Marc Enright-Morin, CEO

Corporate Contact
For further information, please contact:
Marc Enright-Morin, CEO
T: +1-778-892-5455
E: marc@aisresources.com
Website: www.aisresources.com

ADVISORY: This press release contains forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this 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 release.


FAQ**

How does the shareholder rights plan adopted by AIS Resources Ltd AISSF enhance shareholder protection against creeping take-over bids in the natural resource sector?

The shareholder rights plan adopted by AIS Resources Ltd (AISSF) enhances shareholder protection against creeping takeover bids by allowing existing shareholders to purchase additional shares at a discount, thereby diluting the stake of the acquirer and making the bid less attractive.

What potential impacts could the rights issued under the AIS Resources Ltd AISSF Plan have on the company's stock price if a take-over bid occurs?

If a takeover bid occurs, the rights issued under the AIS Resources Ltd AISSF Plan could potentially dilute existing shareholder value, affecting the stock price negatively due to increased shares in circulation, or could enhance attractiveness to acquirers, influencing prices positively.

Can you explain the reasons behind the board's decision to implement a shareholder rights plan for AIS Resources Ltd AISSF at this specific time?

The board likely implemented a shareholder rights plan for AIS Resources Ltd AISSF to protect against potential hostile takeovers, stabilize the share price amid market volatility, and ensure better negotiation leverage during strategic corporate developments.

What steps will be taken to ensure shareholder approval of the AIS Resources Ltd AISSF Rights Plan during the upcoming annual general meeting on March 10, 2026?

To ensure shareholder approval of the AIS Resources Ltd AISSF Rights Plan during the March 10, 2026, annual general meeting, the company will engage in transparent communication, provide detailed information on the plan's benefits, and facilitate shareholder discussions ahead of the vote.

**MWN-AI FAQ is based on asking OpenAI questions about A.I.S. Resources Limited (TSXVC: AIS:CC).

A.I.S. Resources Limited

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