Mr. Aleem Fidai reports

CULLINAN METALS ENTERS INTO AN OPTION AGREEMENT TO ACQUIRE OCULUS RARE EARTH AND BURNT POND VMS PROJECTS

Cullinan Metals Corp. has entered into an agreement pursuant to which it received an option to acquire a 100-per-cent interest in the Oculus rare earth project in central Labrador and the Burnt Pond volcanic massive sulphide (VMS) project in central Newfoundland.

The Oculus rare earth project is located in the central Labrador critical rare earth element district. The Oculus project covers approximately 2,550 hectares, situated approximately 110 kilometres (km) northeast of Churchill Falls and approximately 20 km east of the Orma Lake hydro access road, an all-weather route that connects to the Trans-Labrador Highway.

The Burnt Pond project is located in central Newfoundland in the Tally Pond volcanic belt of the Victoria Lake supergroup. The Burnt Pond project covers approximately 975 hectares, situated approximately 30 km southwest of Grand-Falls-Windsor and approximately 16 km southeast of Millertown, with road access via Millertown or Grand-Falls bridge crossing over the Exploits River.

Oculus project highlights:

• Located in proven Labrador critical minerals district: The Oculus project is located in central Labrador in an area associated with the Letitia Lake group and Red Wine intrusive suite, the same broader geological setting that hosts Red Wine district prospects, including Two Tom Lake, Mann No. 1 and Merlot.
• Historical high-grade rare earth samples: Historical surface rock sampling on the Oculus project returned total rare earth oxides (TREO) values up to 5.67 per cent TREO and 4.55 per cent TREO, with nine samples exceeding 1.0 per cent TREO (1).
• Favourable heavy rare earth oxide signature: Historical surface rock samples greater than 1.0 per cent TREO show a favourable heavy rare earth oxides (HREO), with HREO distribution ranging from 3 per cent to 41 per cent and averaging 11 per cent.
• Strong thorium vectoring defines clear initial targets: Elevated thorium radiometric anomalies, an important pathfinder for rare earth mineralization in Labrador, coincide with historical high-grade TREO samples, providing clear first-pass exploration targets across underexplored portions of the Oculus project.
• Large upside with no historical drilling: Despite compelling geological and geophysical indicators, the Oculus project has seen no historical drilling, leaving all the targets untested.

Historical uranium-focused exploration

Previous uranium-focused exploration identified elevated thorium on the Oculus project but did not systematically assay for rare earth elements, leaving the rare earth element (REE) potential largely untested.

Cullinan interim chief executive officer Aleem Fidai commented: "The Oculus project gives us exposure to one of Labrador's recognized rare earth and critical minerals districts, with historical samples returning high-grade TREO values and a heavy rare earth component that we believe warrants systematic follow-up. What attracted us to the Oculus project is the combination of grade, district setting, infrastructure and the fact that prior work appears to have identified strong REE vectors without fully testing them. This is exactly the type of early-stage critical minerals opportunity where disciplined fieldwork can create meaningful shareholder value."

Oculus project summary

The Oculus project includes the historical Partridge River rare earth/thorium target area in central Labrador. Historical work in the area dates back to the 1960s, and included regional mapping, airborne gamma-ray spectrometer surveying, lake and stream sediment sampling, scintillometer surveying, and channel/chip sampling of radiometric anomalies (S. Eaton and J.A. Morgan, 2008). The Partridge River thorium showing was discovered in 1977, but was not systematically analyzed for REE until Rare Earth Metals Inc. visited the area in 2010 (G. Penney and P. Nielsen, 2011). Subsequent REE-focused work identified rare earth mineralization within the current Oculus project area, including historical surface rock samples returning 1.69 per cent TREO, 4.55 per cent TREO and 1.11 per cent TREO. In 2011, a broader regional prospecting program returned a peak value of 5.67 per cent TREO, which was collected within the current Oculus project area (1).

Geologically, the Oculus project is located in Labrador's Central mineral belt near the northern margin of the Grenville structural province. The Oculus project is underlain by peralkaline volcanic and porphyritic rocks of the Letitia Lake group and alkaline to peralkaline rocks associated with the Red Wine intrusive suite, a geological setting considered prospective for rare earth elements and rare metals. Known mineralization at Partridge River is spatially associated with the contact between silica-undersaturated gneisses of the North Red Wine alkaline plutonic suite and peralkaline rocks of the Red Wine intrusive suite. Historical radiometric work identified thorium-bearing zones in the main showing area, while later REE-focused sampling demonstrated that the system also carries elevated TREO values and a meaningful HREO component.

Burnt Pond project highlights:

• Located in a proven Newfoundland VMS belt: The Burnt Pond project is located in the Tally Pond volcanic belt of the Victoria Lake supergroup, a highly prospective VMS district that hosts Teck Resources Ltd.'s past-producing Duck Pond copper-zinc mine, located approximately 10 kilometres from the Burnt Pond project.
• Historical ultrahigh-grade VMS drill intercept: Historical drilling at the Burnt Pond project returned an ultrahigh-grade intercept of 0.37 metre (m) grading 1.6 grams per tonne (g/t) gold (Au), 791.1 g/t silver (Ag), 0.79 per cent copper (Cu), 25.8 per cent zinc (Zn) and 24.0 per cent lead (Pb) (W. Reid and D. Heerema, 2016).
• High-grade system open along strike and at depth: Historical drilling confirms the mineralized system extends below surface, with mineralized intervals intersected from approximately 300 m to nearly 500 m downhole, yet the system has not been systematically tested along strike or at depth.
• Strong geological setting for additional VMS discoveries: The Burnt Pond project is underlain by altered felsic volcanic rocks with sulphide mineralization, chlorite alteration, graphitic horizons and VMS-style stratigraphy, providing a favourable geological setting for additional discoveries.
• Drill-ready target in an active Newfoundland mining jurisdiction: The Burnt Pond project benefits from road access, proximity to Grand Falls-Windsor and Millertown, and a straightforward exploration thesis focused on testing high-grade historical mineralization along strike and downdip.

Mr. Fidai commented: "The Burnt Pond project gives us exposure to a proven VMS belt with significant historical drilling, high grades and actionable follow-up potential. The Burnt Pond project is located approximately 10 kilometres from the past-producing Duck Pond mine and has returned positive historical polymetallic drill results, including 0.37 metres grading 1.6 g/t gold, 791.1 g/t silver, 0.79 per cent copper, 25.8 per cent zinc and 24 per cent lead. What makes the Burnt Pond project compelling is that the system has never been systematically tested along strike or at depth, despite strong geological similarities to known VMS deposits in the belt. We believe this is exactly the type of high-impact exploration opportunity that can create meaningful value for shareholders."

Burnt Pond project summary

The Burnt Pond project is located in central Newfoundland, approximately 30 km southwest of Grand Falls-Windsor and 16 km southeast of Millertown. The Burnt Pond project is road accessible and lies approximately 10 km northeast and along trend from the past-producing Duck Pond mine, within the Tally Pond volcanic belt of the Victoria Lake supergroup. The belt has been explored for more than 40 years, with extensive historical work by Noranda beginning in 1973, which led to the discovery of the Burnt Pond prospect and later the Boundary and Duck Pond deposits (W. Reid and D. Heerema, 2016).

Historical exploration at the Burnt Pond project included airborne and ground geophysics, geochemistry, geological mapping, trenching and diamond drilling by Noranda, Canadian Nickel, OroGrande Resources and Volcanic Metals. Drilling returned multiple polymetallic VMS-style intercepts, including 0.37 m grading 1.60 g/t Au, 791.10 g/t Ag, 0.79 per cent Cu, 25.80 per cent Zn and 24.00 per cent Pb. The Burnt Pond project is underlain by altered felsic volcanic rocks intercalated with mafic volcanic and volcaniclastic sedimentary rocks, with graphitic horizons, altered rhyolite fragmental units, semi-massive sulphides and strong chlorite-carbonate-sericite-silica alteration, consistent with a favourable VMS geological setting.

Transaction summary

On April 24, 2026, the company entered into the agreement to acquire the option from the optionor to earn a 100-per-cent 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 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;
• $300,000 on or before the third anniversary of the agreement.

Issuing to the optionor an aggregate of up to 5.25 million common shares in the capital of the company at a deemed price per share equal to the prevailing market price at the time of the issuance, as follows:

• 750,000 shares within 10 business days following the execution of the agreement;
• The lesser of: (a) one million shares; and (b) such number of shares that would result in the optionor holding 19.99 per cent of the issued and outstanding shares immediately following such issuance of shares, on or before the date that is 13 months following the execution of the agreement;
• The lesser of: (a) 1.5 million shares; and (b) such number of shares that would result in the optionor holding 19.99 per cent 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) two million shares; and (b) such number of shares that would result in the optionee holding 19.99 per cent 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;
• An additional $400,000 on or before the third anniversary of the agreement.

Upon exercise of the option, the optionor will retain a 2-per-cent net smelter return royalty on each of the Oculus project and the Burnt Pond project, with the company having the right to purchase a 1-per-cent royalty of each royalty for $1-million.

Completion of the transaction, including the issuances of the shares contemplated above, remains subject to customary closing conditions, including approval of the Canadian Securities Exchange.

National Instrument 43-101 disclosure

Nicholas Rodway, PGeo (licence No. 46541) (permit to practice No. 1000359), is a consultant of the company and a qualified person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects. Mr. Rodway has supervised the preparation, verified and approved the technical and scientific content in this news release. Verification included review of historical assessment reports. No limitations were noted during the verification process.

About Cullinan Metals Corp.

Cullinan Metals 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.

(1) Historical work summarized from G. Penney and P. Nielsen (2011), work years 2009 to 2010; G. Penney and P. Nielsen (2011), work year 2011; and W. Reid and G. Penney (2011), work year 2011; HREO average calculated from average HREO samples in reports.

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