File: '\\swfile\EmailIn\20260210 132230 Attachment CMT - 20260210 - NR - Announce Shares for Debt.docx'

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

CULLINAN METALS ANNOUNCES DEBT SETTLEEMTN

Vancouver, British Columbia, February 10, 2026 - Cullinan Metals Corp. (CSE: CMT) (OTCQB: CMTNF) (the "Company" or "Cullinan") today announces it has entered into debt settlement agreements to issue an aggregate of up to 875,000 common shares (each a "Share") of the Company at a deemed price of $0.20 per Share to satisfy an aggregate amount of bona fide debt of up to $175,000 to certain creditors (the "Creditors") of the Company (the "Debt Settlement").

The Company expects to rely on exemptions from the formal valuation requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Specifically the Company is relying upon Subsection 5.5(a) of MI-61-101 (as the Company's common shares are listed only on the CSE), and from the minority shareholder approval requirements of MI 61-101, pursuant to Subsection 5.7(1)(b) of MI 61-101 (as neither the fair market value of the Units to be issued to insiders nor the consideration to be paid by insiders pursuant to the Placement is expected to exceed 25 per cent of the Company's market capitalization, as determined in accordance with MI 61-101).

The issuance of Shares in connection with this Debt Settlement will be subject to Canadian Securities Exchange ("CSE") approval and the Shares will be subject to a statutory hold period of four (4) months plus one (1) day from the date of issuance in accordance with applicable Canadian securities laws.

The purpose of the debt settlement is to improve the Company's working capital position as it seeks to pursue acquisition transactions.

On Behalf of the Board,

CULLINAN METALS CORP.

Marc Enright-Morin

CEO, Director

(604) 428-7050

About Cullinan Metals Corp.

Cullinan Metals Corp. is a Canadian mining and exploration company focused on the evaluation and potential development of energy metals. The Company is actively reviewing and pursuing opportunities in key energy resources, including copper, graphite, and lithium, in select jurisdictions worldwide.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include, but are not limited to, statements regarding management plans, future operations, and the appointment of a permanent Chief Financial Officer. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and future events may differ materially from those anticipated due to various risks and uncertainties, including those disclosed in the Company's management's discussion and analysis and other disclosure documents available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Canadian Securities Exchange website at www.thecse.com. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.