FORT ST. JOHN, British Columbia – TheNewswire - July 10, 2026 - A.C.L. Construction Ltd. (TSXV: ACL; OTCQB: AACLF; FSE: A3LO) (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 $35,000 of indebtedness owing to a director of the Company (the "Creditor") through the issuance of 116,667 common shares of the Company (the "Debt Shares") at a deemed price of $0.30 per Debt Share (the "Shares for Debt Transaction").

The indebtedness being settled is owing to the Creditor pursuant to a loan advanced by the Creditor to the Company. Following completion of the Shares for Debt Transaction, the Company will have 73,638,741 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 the Creditor is 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 the fair market value of the securities to be issued to, and the consideration paid by, the Creditor, is not more than 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.

Listed on the TSX Venture Exchange under the symbol ACL; the OTCQB as AACLF and on the Frankfurt Stock Exchange under A3LO-FF. 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 Company’s expectations regarding the potential for ongoing seasonal work and revenue generation under the renewed Agreement, the volume of projects that may be assigned under the MOTT program, the dependence of such work on provincial budgets and program scheduling, and the continuation of the Company’s working relationship with the Ministry. Such statements and information reflect the current view of A.C.L. and are based on assumptions and estimates made by management.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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 press release.