Cullinan Metals Corps. Announces $250,000 Flow-Through Funding for Quebec Exploration

(CSE: CMT) (OTCQB: CMTNF) (FWB: 7KO)

604-669-9788 [email protected] cullinanmetals.com

Cullinan Metals Announces $250,000 Flow-Through

Funding for Quebec Exploration

Vancouver, B.C. , December 12, 2023 – Cullinan Metals Corp. (CSE: CMT) (OTCQB: CMTNF)

("Cullinan" or the “ Company”) is pleased to announce a non-brokered private placement of up

to 2,777,778 flow-through units (the “FT Units”) at a price of $0.09 per FT Unit for gross proceeds

of up to $250,000 (the “FT Offering“).

Each Quebec flow-through unit consists of one flow- through common share (a “ FT Share”) and

one-half of one transferrable non -flow-through common share purchase warrant (each whole

warrant, a “NFT Warrant”). Each FT Share will qualify as a flow-through share within the meaning

of subsection 66(15) of the Income Tax Act (Canada) and, in respect of eligible Quebec resident

subscribers, section 359.1 of the Taxation Act (Québec).

Each NFT Warrant entitles the holder to purchase one additional share at a price of $0. 12 per

share for a period of 2 years following closing of the FT Offering, subject to an acceleration

provision in the event that the Shares trade at $0.50 and above for ten consecutive trading days.

The gross proceeds from the issuance of the FT Shares will be used to incur “Canadian exploration

expenses” and will qualify as “flow -through mining expenditures” as defined under subsection

127(9) of the Income Tax Act (Canada) and under section 359.1 of the Taxation Act (Quebec) (the

"Qualifying Expenditures "). The Company will renounce the Qualifying Expenditures to the

subscribers with an effective date of no later than December 31, 2023, and as required under the

Act. In addition, with respect to Quebec resident subscribers of FT Shares and who are eligible

individuals under the Taxation Act (Quebec), the Qualifying Expenditures will also qualify for

inclusion in the "exploration base relating to certain Quebec exploration expenses" within the

meaning of section 726.4.10 of the Taxation Act (Quebec).

Finders’ fees may be paid in accordance with policies of the Canadian Securities Exchange (the

“Exchange”). All securities to be issued under the FT Offering will be subject to a hold period of

four months plus a day from the date of issuance in accordance with applicable securities

legislation.

The closing of the FT Offering is subject to certain conditions including, but not limited to, the

receipt of all necessary regulatory and other approvals, including the approval of the Exchange.

There can be no assurance that the FT Offering will be completed, whether in whole or in part.

2

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the

securities in the United States. The securities have not been and will not be registered under the

United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities

laws and may not be offered or sold within the United States or to U.S. Persons unless registered

under the U.S. Securities Act and applicable state securities laws or an exemption from such

registration is available.

On Behalf of the Board,

CULLINAN METALS CORP.

Marc Enright-Morin

CEO, Director

(604) 669-9788

About Cullinan Metals Corp.

Cullinan Metals Corp. is a Canadian mining and exploration c ompany focused on the development of

energy metals. Cullinan is focused on key energy resources such as the development of copper, graphite

and lithium assets around the world.

Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the

adequacy of accuracy of this release. No stock exchange, securities commission or other regulatory

authority has approved or disapproved the information contain herein.

Forward-Looking Statements

Forward-looking statements in this news release may include, but are not limited to, statements relating

to those in respect of the proposed FT Offering, including the size, pricing and timing thereof, the type of

securities being offered thereunder, the investors participating therein, the intended use of proceeds

therefrom, the tax treatment of the securities to be issued under the FT Offering pursuant to the Act and

Taxation Act (Quebec), the timing to renounce all Qualifying Expenditures in favour of t he subscribers (if

at all), and the conditions and approvals required and applications being filed in connection therewith.

Although the Company believes that the expectations and assumptions on which the forward- looking

statements are based are reasonable, undue reliance should not be placed on the forward- looking

statements 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 i nherent risks

and uncertainties. Actual results could differ materially from those currently anticipated due to a number

of factors and risks. Certain of these risks are set out in more detail in the Company's Annual Information

Form for the financial year ended September 30, 2022, dated as of January 17, 2023 which has been filed

on SEDAR and can be accessed at www.sedar.com. The forward-looking statements contained in this news

release are made as of the date hereof, and except as may be required by appli cable securities laws, the

Company assumes no obligation or intent to update publicly or revise any forward- looking statements

made herein or otherwise, whether as a result of new information, future events or otherwise.