Canstar Options Golden Baie; Will Receive Initial 15.8M Shares and $208K Cash , with Additional Equity Tranches to Follow
Canstar Options Golden Baie; Will Receive Initial 15.8M
Shares and $208K Cash , with Additional Equity Tranches
to Follow
Toronto, Ontario – March 23, 2026 – Canstar Resources Inc. (TSX-V: ROX; OTCID: CSRNF)
(“Canstar” or the “Company”) is pleased to announce that, further to its press release dated
February 17, 2026, it has executed the definitive option agreement (the “Agreement”) with
Churchill Resources Inc. (“CRI ”). The Agreement is effective as of March 20, 2026, and
grants CRI the right to earn a 100% interest in Canstar’s Golden Baie gold–antimony project
located in Newfoundland (the “Golden Baie Project”).
In connection with the execution of the Agreement, and subject to final approval of the TSX
Venture Exchange (the “TSXV”) – which the Company expects to receive shortly – and other
customary conditions. Canstar will receive the following consideration within three
business days of such approval:
• Cash Payment: A cash payment of approximately $208,167, representing
reimbursement of existing cash bonds posted on the Golden Baie Project.
• Initial Share Issuance: 15,834,097 common shares of CRI, representing
approximately 5.0% of CRI’s issued and outstanding shares on a post -issuance
basis. Based on CRI’s closing share price of $ 0.10 per share on March 20, 2026, the
initial tranche has an indicative market value of approximately $ 1.6 million. These
shares are subject to applicable statutory hold periods.
The Agreement provides for Canstar to receive up to an additional 4.99% ownership in CRI,
delivered in four subsequent tranches of approximately 1.25% each over 6 month intervals
during the 24 -month option period. In accordance with TSXV requirements, each 1.25%
tranche is subject to a maximum issuance of 7,520,000 shares per tranche, and the
aggregate maximum number of CRI shares issuable to Canstar under the Agreement is
45,914,097 shares. The actual value of the initial share consideration, as well as the value
of all future tranches, will be determined by CRI’s market capitalization at the time of each
respective issuance, as each tranche is calculated as a percentage of CRI’s then-
outstanding shares. This structure provides Canstar wi th direct economic leverage to the
advancement of the Golden Baie Project.
Summary of Additional Key Terms
Royalty: Canstar retains a 0.5% net smelter return (“NSR”) royalty on any future mineral
production from the Golden Baie Project upon CRI’s exercise of the option. The royalty does
not include a buyback provision. The Golden Baie Project remains subject to an existing
2.0% NSR royalty.
Work Commitments: To earn a 100% interest in the Golden Baie Project, CRI must incur a
minimum of $1,000,000 in exploration expenditures within the first 12 months of the option
and a minimum of $5,000,000 in total exploration expenditures within 24 months.
Eliminated Holding Obligations: As a result of the Agreement, Canstar is no longer
responsible for approximately $600,000 in assessment expenditures that were required by
August 2026 to maintain the Golden Baie Project in good standing.
Reversion: If CRI does not satisfy the required minimum exploration expenditures within the
specified timeframes, the option will terminate and the Golden Baie Project will revert to
Canstar, subject to the terms of the Agreement.
Juan Carlos Giron Jr., Canstar’s President & CEO, commented:
“With the definitive agreement executed, this transaction is effectively closed, subject to
final TSXV approval.
The equity structure is a key advantage. Each tranche is issued as a fixed percentage of
Churchill’s outstanding shares, meaning the value to Canstar scales directly with
Churchill’s market capitalization as the Golden Baie Project advances. This preserves long-
term upside while immediately strengthening our balance sheet and focus.
This transaction allows us to retain meaningful exposure to a project we know well, while
redeploying capital and attention toward our core VMS portfolio , led by our flagship Mary
March volcanogenic massive sulphide (“VMS”) project.
Golden Baie has strong fundamentals and a clear path to advancement under Churchill’s
stewardship. As exploration results emerge and the market gains familiarity with the asset,
we see a credible pathway for value creation.
More broadly, we are nearing the end of a highly productive first quarter for Canstar. In
addition to the Golden Baie option, since the start of the year, we have finalized a joint
venture of up to $11.5 million with VMS Mining Corporation , received an additional $1M in
non-dilutive exploration capital , advanced multiple geophysical programs , secured a drill
permit for the 2026 Mary March Campaign, expanded and consolidated our Mary March land
position and announced a letter of intent to acquire a new project in Sweden in one of the
world’s most well-endowed VMS mining jurisdictions.
As we move through 2026, we are transitioning from foundation-building to catalyst delivery.
With a stronger financial position, a sharper focus on VMS exploration, and a clear pipeline
of exploration milestones, we believe the Company is well positioned for a compelling year
ahead, and that the most important value drivers are still in front of us.”
Qualified Person Statement
Bob Patey B.Sc. (Hons), Vice President for Exploration for Canstar and a Qualified Person as
defined in NI 43 -101, has reviewed and approved all scientific and technical information
disclosed in this news release.
Acknowledgement
Canstar acknowledges the financial support of the Junior Exploration Assistance (“JEA”)
Program from the Government of Newfoundland and Labrador Department of Industry,
Energy and Technology, which has been a valuable contribution to the exploration programs
on the Company’s Buchans-Mary March and the Golden Baie Project.
About Canstar Resources Inc.
Canstar Resources Inc. (TSXV: ROX) is a mineral exploration company focused on the
discovery of high -grade polymetallic deposits through technically rigorous exploration in
proven mineral districts.
The Company’s flagship asset is the Mary March Project, a large land package located
approximately 20 km east of the historic Buchans Mining Camp in central Newfoundland,
which produced some of the highest -grade volcanogenic massive sulphide (“VMS”)
deposits globally. Mary March hosts high-grade copper, zinc, gold and silver mineralization,
volcanic rocks consistent with the stratigraphy that hosts the Buchans deposits, and large
hydrothermal alteration zones indicative of a significant mineralizing system. Despite its
proximity to the Buchans camp, the property has seen limited modern exploration since the
original discovery, leaving substantial portions of the system underexplored.
Canstar’s exploration programs are supported by a technical team with extensive
experience exploring for and advancing volcanogenic massive sulphide deposits globally.
The Company’s exploration strategy combines district -scale geological targeting with
disciplined exploration programs designed to identify new discoveries. In addition to Mary
March, Canstar maintains exposure to additional discovery opportunities through projects
including the Golden Baie Project in Newfoundland, which hosts high- grade gold and
antimony mineralization along a major mineralized structural corridor.
For further information, please contact:
Juan Carlos Giron, Jr.
President & Chief Executive Officer
Email: [email protected]
Phone: (647) 557-3442
Website: www.canstarresources.com
Neither 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 “forward-looking information” within the meaning of applicable
Canadian securities laws. Forward-looking information in this news release includes, but is
not limited to, statements regarding: receipt of the required approvals (including the TSXV)
in respect of the transactions contemplated by the option agreement between Canstar and
CRI; the timing of the reimbursement of the cash bond and the issuance of common shares
of CRI to Canstar; Churchill’s ability to satisfy the expenditure and other conditions to earn
an interest in the Golden Baie Project and ultimately exercise the option; the anticipated
benefits of the transaction to Canstar and its shareholders; and Canstar’s an d Churchill’s
exploration plans and future activities.
Forward-looking information is based on management’s expectations and assumptions,
including, without limitation: that the parties will satisfy necessary conditions to the grant of
the option on a timely basis; that the parties will satisfy the conditions contemplated by the
option agreement; that Churchill will be able to fund and carry out the required exploration
programs; and that market conditions will remain supportive of the parties’ planned
activities.
Forward-looking information is subject to known and unknown risks and uncertainties that
may cause actual results to differ materially from those expressed or implied by such
forward-looking information, including, without limitation: the risk that the conditions to the
grant of the option are not obtained on the anticipated timeline or at all; the risk that the
parties do not satisfy conditions under the option agreement; changes in general economic
conditions and capital markets; risks inherent in mineral exploration and development; and
changes in laws, regulations or permitting requirements. Readers are cautioned not to place
undue reliance on forward-looking information. Canstar undertakes no obligation to update
forward-looking information except as required by law.