Canstar Announces Proposed Extension of Incentive Warrants
Not for distribution to United States newswire services or for dissemination in the United States.
NEWS RELEASE
Canstar Announces Proposed Extension of Incentive Warrants
Toronto, Ontario – September 11, 2026 – Canstar Resources Inc. (TSXV: ROX) (OTCID: CSRNF)
("Canstar" or the " Company") announces that it intends to extend the expiry date of 10,357,369
common share purchase warrants (the "Warrants") from September 25, 2026 to December 31, 2026
(the " Proposed Amendment "), subject to final acceptance by the TSX Venture Exchange (the
"TSXV"), the agreement of the applicable holders and compliance with applicable securities laws.
The Warrants were issued on September 25, 2025 under the Company's early warrant exercise
incentive program, as described in the Company's news releases dated August 25, 2025 and
September 26, 2025. Each Warrant entitles the holder to acquire one common share of the Company
(a "Share") at an exercise price of $0.07. The exercise price and all other terms of the Warrants remain
unchanged, including the provision under which the Company may accelerate the expiry of the
Warrants if the closing price of the Shares on the TSXV equals or exceeds $0.10 for ten consecutive
trading days.
The closing price of the Shares on the TSXV on September 10, 2026 was $0.055. None of the
Warrants are held by insiders of the Company.
The Proposed Amendment will become effective on the closing date determined by the Company
following receipt of final TSXV acceptance and the required holder agreements, accredited investor
representations and other confirmations required by the Company for purposes of applicable securities
laws. A holder that does not satisfy these conditions will not receive the benefit of the Proposed
Amendment, and the Warrants held by that holder will continue to expire on September 25, 2026 in
accordance with their existing terms.
Because the Warrants do not permit the Company to extend their expiry date without the consent of
the applicable holders, the Proposed Amendment will constitute a new distribution of the Warrants
under applicable Canadian securities laws. The Company intends to rely on the accredited investor
exemption from the prospectus requirement in connection with the Proposed Amendment and will file
a Form 45- 106F1 Report of Exempt Distribution in the applicable Canadian jurisdictions. The
Warrants, as amended, and any Shares issued upon exercise thereof will be subject to a statutory
hold period of four months and one day from the effective date of the Proposed Amendment, in
accordance with applicable Canadian securities laws. Any proceeds from the exercise of the Warrants
will be used for general working capital purposes.
"The holders of these Warrants supported the Company's incentive program last year with full
participation," said Juan Carlos Giron Jr., President and Chief Executive Officer of the Company,
"extending the expiry to the end of the year gives those holders additional time to exercise."
United States Securities Law Disclosure
The Warrants, as amended, and the Shares issuable upon exercise thereof 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 applicable U.S. state securities laws. In respect of holders in the United States or U.S.
persons, the Company intends to complete the Proposed Amendment in reliance on the exemption
from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D
thereunder ("Regulation D") and applicable exemptions under U.S. state securities laws. Each such
holder will be required to confirm that it is an "accredited investor" within the meaning of Rule 501(a)
of Regulation D and to provide the other representations and confirmations required by the Company.
The Warrants, as amended, and the Shares issuable upon exercise thereof will be restricted securities
under applicable U.S. securities laws and will remain subject to applicable restrictions on transfer and
exercise. This news release does not constitute an offer to sell or a solicitation of an offer to buy any
securities in the United States or any other jurisdiction.
About Canstar Resources Inc.
Canstar Resources Inc. (TSXV: ROX) is a focused VMS exploration company with a portfolio of
projects in established mining jurisdictions. The Company's flagship Mary March VMS Project
(approximately 148 km²) is located within the Buchans District in Central Newfoundland and is being
advanced under an earn-in joint venture with VMS Mining Corporation. The Buchans mining camp is
well-known for producing some of the highest-grade VMS deposits in North American mining history.
The Company's Skellefte VMS Projec t (approximately 68,000 hectares) is located in the northern
portion of the Skellefte VMS belt of Sweden, a well -established VMS district. Canstar also holds the
Golden Baie Project in southern Newfoundland, currently subject to an option agreement with Churchill
Resources Inc.
For further information, please contact:
Juan Carlos Giron Jr.
President & Chief Executive Officer
Email: [email protected] | Phone: (647) 557-3442 | www.canstarresources.com
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.
Forward-Looking Statements
This news release contains statements that are considered "forward- looking information" within the
meaning of applicable Canadian securities legislation (" forward-looking statements") with respect
to the Company, including, but not limited to, statements regarding the Proposed Amendment; the
agreement of holders to the Proposed Amendment; the delivery of accredited investor representations
and other confirmations; the Company's intended reliance on applicable Canadian and U.S.
prospectus and registration exemptions; the filing of Form 45- 106F1 Reports of Exempt Distribution
and any applicable U.S. regulatory filings; the receipt of final TSXV acceptance; completion of the
Proposed Amendment before the current expiry date of the Warrants; the exercise of the Warrants;
and the use of any proceeds therefrom.
Forward-looking statements are statements that are not historical facts and are generally, but not
always, identified by the use of words such as "expects", "plans", "anticipates", "believes", "intends",
"estimates", "proposes", and similar expressions, or statements that events or conditions "will",
"would", "may", "could" or "should" occur.
The forward-looking statements in this news release are based on a number of assumptions that
management believes are reasonable as of the date hereof, including that the applicable holders will
agree to the Proposed Amendment and deliver the required representations and confirmations, that
the Company will satisfy applicable Canadian and U.S. securities-law requirements, that the TSXV will
grant final acceptance of the Proposed Amendment before t he current expiry date of the Warrants,
and that no event will occur that prevents the Company from completing the Proposed Amendment
on the terms described herein.
Although the Company believes that the expectations reflected in such forward- looking statements
are reasonable, such statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties and other factors that may c ause actual results, performance or
achievements to differ materially from those expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to: whether the applicable holders agree to
the Proposed Am endment and deliver the required representations and confirmations; whether
applicable securities -law requirements are satisfied; the timing and availability of final TSXV
acceptance; whether the Proposed Amendment becomes effective before the current expi ry date of
the Warrants; whether any Warrants are exercised; potential changes in market conditions or the
trading price of the Shares; the Company's ability to raise sufficient capital to fund its operations;
general business, economic and market conditions; and changes in laws or regulations applicable to
the Company. Additional risk factors are identified in the Company's most recent management's
discussion and analysis and other disclosure documents available under the Company's profile at
www.sedarplus.ca.
All forward-looking information in this news release is made as of the date hereof. Except as required
by applicable securities laws, the Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.