CMT.CN · thenewswire · 2026-05-06 13:00:00

Cullinan Metals Receives Exchange Approval for Option Agreement to Acquire Oculus Rare Earth and Burnt Pond VMS Projects

Mergers & Acquisitions Corporate Updates

Vancouver, B.C. – TheNewswire - May 06, 2026 ‐ Cullinan Metals Corp. (CSE: CMT) (OTCQB: CMTNF) (the “Company” or “Cullinan”) is pleased to announce that, further to its news release dated April 24, 2026, the Company has received approval from the Canadian Securities Exchange for the Company’s entry into the option agreement dated April 24, 2026 (the “Agreement”) with VOA Exploration Inc. (the “Optionor”), pursuant to which it received an option (the “Option”) to acquire 100% interest in the Oculus Rare Earth Project (“Oculus Project”) in Central Labrador and the Burnt Pond Volcanic Massive Sulphide (“VMS”) Project (“Burnt Pond Project”, and together with the Oculus Project, the “Projects”) in Central Newfoundland.

Transaction Summary

On April 24, 2026, the Company entered into the Agreement to acquire the Option from the Optionor to earn a one hundred percent (100%) interest in and to the Oculus Project and Burnt Pond Project through a combination of cash payments, common share issuances and exploration expenditures on the Oculus Project and Burnt Pond Project as follows:

Making aggregate cash payments to the Optionor of $675,000, as follows:

$50,000 within ten (10) business days following the execution of the Agreement;
$125,000 on or before the first anniversary of the Agreement;
$200,000 on or before the second anniversary of the Agreement; and
$300,000 on or before the third anniversary of the Agreement;

Issuing to the Optionor an aggregate of up to 5,250,000 common shares in the capital of the Company (“Shares”) at a deemed price per Share equal to the prevailing market price at the time of the issuance, as follows:

750,000 Shares within ten (10) business days following the execution of the Agreement;
the lesser of (A) 1,000,000 Shares; and (B) such number of Shares that would result in the Optionor holding 19.99% of the issued and outstanding Shares immediately following such issuance of Shares, on or before the date that is thirteen (13) months following the execution of the Agreement;
the lesser of (A) 1,500,000 Shares; and (B) such number of Shares that would result in the Optionor holding 19.99% of the issued and outstanding Shares immediately following such issuance of Shares, on or before the date that is 24-months following the execution of the Agreement;
the lesser of (A) 2,000,000 Shares; and (B) such number of Shares that would result in the Optionor holding 19.99% of the issued and outstanding Shares immediately following such issuance of Shares, on or before the date that is 36-months following the execution of the Agreement;

Incurring aggregate exploration expenditures of $700,000 on the Projects, as follows:

$100,000 on or before the first anniversary of the Agreement, consisting of a minimum of $50,000 on the Burnt Pond Project and a minimum of $50,000 on the Oculus Project;
An additional $200,000 on or before the second anniversary of the Agreement, consisting of a minimum of $150,000 on the Burnt Pond Project and a minimum of $50,000 on the Oculus Project; and
An additional $400,000 on or before the third anniversary of the Agreement.

Upon exercise of the Option, the Optionor will retain a two percent (2%) net smelter returns royalty on each of the Oculus Project and the Burnt Pond Project, with the Company having the right to purchase one percent (1%) of each royalty for $1,000,000.

The Shares issuable pursuant to the Agreement are subject to an “Extended Hold” period, pursuant to the policies of the Canadian Securities Exchange, of the greater of: (i) four months and one day from the date of issuance; and (ii) ten trading days after a technical report for the Projects has been filed and announced.

The Company is at arm’s length from the Optionor. The Agreement does not constitute a fundamental change for the Company and did not result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange). There were no changes to the board of directors or management of the Company in connection with the Agreement. No finder's fees were paid in connection with completion of the Agreement.

About Cullinan Metals

Cullinan Metals Corp. is a Canadian exploration company focused on the evaluation and development of energy and critical metals, with an option to acquire 100% of two prospective projects in Canada. The Oculus Rare Earth Project in Central Labrador spans approximately 2,550 hectares within a recognized rare earth district, with historical surface samples returning up to 5.67% TREO and a favourable heavy rare earth component, yet remains undrilled and largely unexplored. The Burnt Pond Project in Central Newfoundland covers approximately 975 hectares in the Tally Pond VMS belt, where historical drilling has identified high-grade polymetallic mineralization including gold, silver, copper, zinc, and lead, with the system open along strike and at depth.

On Behalf of the Board,
CULLINAN METALS CORP.
Aleem Fidai

Interim CEO, Director
(778)-772-6740

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

Statements in this news release which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward looking statements in this news release include, but are not limited to, statements regarding the opportunities for new discoveries and development at the Projects and the benefits of acquiring the Option; the conditions required to be satisfied in order to exercise the Option; and any other general statement regarding the Company’s planned or future exploration efforts at the Projects. It is important to note that the Company’s actual business outcomes and exploration results could differ materially from those in such forward-looking statements. Risks and uncertainties include that the Company may be unable to implement its plans to further explore at the Projects; that the benefits of acquiring the Option may not be realized as anticipated or at all; that the Company may not satisfy all necessary conditions to complete the transactions contemplated in the Agreement; that economic, competitive, governmental, geopolitical, environmental and technological factors may affect the Company’s operations, markets, products and prices; our specific plans and timing drilling, field work and other plans may change; that the Company may not have access to or be able to develop any minerals because of cost factors, type of terrain, or availability of equipment and technology; and we may also not raise sufficient funds to carry out or complete our plans. Labor shortages, inflationary pressures, rising interest rates, the global financial climate and international conflicts are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company’s operating performance, financial position, and prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. Additional risk factors are discussed in the section entitled “Risk Factors” in the Company’s Management Discussion and Analysis for its recently completed fiscal period, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. Except as required by law, the Company will not update or revise these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

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