Mr. Conan McIntyre reports
CHURCHILL RESOURCES CONSOLIDATES HIGH-GRADE GOLD-ANTIMONY FOOTPRINT IN CENTRAL NEWFOUNDLAND; ENTERS LOI FOR 100% OF GOLDEN BAIE
Churchill Resources Inc. has entered into a binding letter of intent dated Feb. 16, 2026, to acquire a 100-per-cent undivided interest in the Golden Baie antimony-gold property from Canstar Resources Inc. By adding the Golden Baie project to its existing Black Raven gold-silver-antimony project, host to the historic Frost Cove antimony mine, Churchill has consolidated two of the most significant gold-antimony exploration assets in Newfoundland and Labrador, both strategically located in central Newfoundland and within 100 kilometres of the world-class Beaver Brook antimony mine.
Highlights:
- 90 kilometres of strike on major regional fault structure:
- Same geological package as the Beaver Brook antimony mine, shut down since 2018, and New Found Gold's 1.3-million-ounce Queensway/Kingsway projects;
- 15 high-grade antimony-gold occurrences along a 30-kilometre soil anomaly trend;
- Extensive modern database to prioritize prospects:
- Approximately $9-million invested by Canstar since 2020, including $5.5-million in 2022;
- 15,137 metres (152 diamond drill holes) of gold-focused drilling by Canstar, along with till sampling, soil sampling, trenching and other prospecting work;
- 650 square kilometres of lidar coverage and 1,913 line km of MPASS airborne coverage;
- Extensive documentation of 50 gold and antimony mineral occurrences in the mineral occurrence data system maintained by the Province of Newfoundland and Labrador's Department of Nature Resources;
- Encouraging gold-focused exploration; underexplored antimony potential:
- Strong potential for large-scale open-pittable targets with extensive outcropping gold and antimony mineralization;
- Canstar intercepts include 9.6 grams per tonne Au over 7.75 metres and 20.6 g/t Au over 3.5 m;
- Supported by high-grade trenching results and unsourced high-grade gold boulders (197 g/t Au in an approximately 500-kilogram boulder with visible gold (Blow Out East target) and 289 g/t Au in a float rock with visible gold (Skidder target);
- 30.6 per cent Sb intercepted over one m; 74.4 per cent Sb and 32.2 per cent Sb in bedrock at Le Pouvoir and Swangers Cove prospects, respectively;
- Advantageous infrastructure and permitting; immediate operational synergies:
- Year-round highway access;
- Work permits in place for drilling, trenching, prospecting, channel sampling, and geochemical and airborne geophysical surveys;
- Black Raven and Golden Baie are each within a four-hour drive, allowing for systematic exploration expertise across high-grade antimony-gold corridor, with overlapping local crews and contractors.
Juan Carlos Giron Jr., president and chief executive officer of Canstar Resources, commented: "Backed by the $11.5-million joint venture commitment from the founders of Osisko, Canstar has sharpened its focus on discovering new, high-grade VMS deposits in Newfoundland's historic Buchans district, making the selection of the right partner to advance Golden Baie a strategic priority. We ran a rigorous process, fielding multiple offers, and Churchill stood out by meeting our most stringent criteria: a highly regarded technical team with deep Newfoundland and Labrador experience, a disciplined approach to advancing high-quality projects in the province, and -- critically -- a strategy to deploy meaningful capital on an accelerated, disciplined timeline to unlock the asset's gold and antimony potential. This transaction creates a compelling win-win for shareholders of both companies, cementing Churchill as a leading gold-antimony explorer in a Tier 1 jurisdiction, while providing Canstar with strong economic leverage to the advancement and success of Golden Baie. I am confident that under the leadership of president Paul Sobie, Churchill's local technical and operational team are the right stewards to realize the district-scale gold and antimony opportunity at Golden Baie and unlock its full potential."
Conan McIntyre, chief executive officer of Churchill Resources, said: "The acquisition of Golden Baie is the logical next step in our mission to secure strategic resource sovereignty through a made-in-Canada antimony supply chain. Building on the momentum of our recent discoveries at Black Raven, this expansion adds critical scale to our portfolio, perfectly balancing high-grade antimony with significant gold upside potential. We are proud to take the torch from the Canstar team, whose exploration efforts and meaningful investment to date provide us with a solid foundation to aggressively advance these assets."
Acquisition terms
Churchill has been granted an exclusive option to acquire a 100-per-cent undivided interest in the Golden Baie project over a 24-month period by:
- At Churchill's sole discretion, incurring a minimum of $5-million in exploration expenditures within 24 months, with a minimum of $2-million within the first 12 months of the option; and
- The staged issuance to Canstar of common shares of Churchill, with an initial issuance of 15,834,097 shares, representing approximately 5.0 per cent of the issued and outstanding shares, and the balance to be sequenced in tranches of 1.25 per cent (subject to a maximum 7.52 million shares per tranche) up to a maximum holding of 9.99 per cent of the shares in the aggregate over 24 months; the maximum number of shares that may be issuable under the term of the option is 45,914,097 shares.
Upon exercise of the option, Canstar will retain a 0.5-per-cent net smelter royalty on any future mineral production, in addition to the 2.0-per-cent NSR held by Altius Minerals. In addition, Churchill will make a cash payment of approximately $208,167 following execution of the definitive agreement in respect of the option to cover existing cash bonds on the property, which may be reimbursed to Churchill if the option is not exercised, and $600,000 in assessment credits are due in respect of the project by August, 2026.
The transaction, including the issuance of the shares to Canstar, is subject to all the necessary approvals from the TSX Venture Exchange, and satisfactory completion of due diligence by Churchill and Canstar, including technical and legal due diligence, as applicable. Any securities issued in connection with the transaction will be subject to applicable statutory hold periods. There can be no assurance that the parties will enter into a definitive agreement or that the proposed transaction will be completed.
The Golden Baie project
The Golden Baie project is composed of 29 map-staked licences constituting 1,597 claims that in total cover 39,925 hectares or 399.25 square kilometres. The property has good access through its western and central portions with provincial highways 360 and 361 crossing the claim blocks, conveniently within a kilometre of the Swanger's Cove and Le Pouvoir antimony prospects. The area is serviced by the communities of St. Albans, Milltown and Conne River.
Canstar's work to date has outlined numerous gold-antimony occurrences along a 30-kilometre trend on the main licence block, along with the high-grade Swangers Cove prospect. Gold results from soils, prospecting, trenching and drilling are equally compelling, suggesting the presence of a very large, outcropping gold-antimony system. Churchill intends to immediately conduct a data deep-dive with the Canstar technical team and advisers to prioritize Golden Baie prospects for 2026 fieldwork plans. The company's successful approach at Black Raven with systematic trenching and channel sampling work, followed by drilling, will be planned for Golden Baie with initiation this coming spring. Additionally, the company plans to launch an airborne geophysical survey at the earliest possible date to augment the existing geophysical database across the entire property.
Qualified person
The technical and scientific information in this news release has been reviewed and approved by Paul Sobie, PGeo, president of Churchill, who is a qualified person as defined under National Instrument 43-101 (Standards of Disclosure for Mineral Projects.
The data reported in this news release is historic in nature and has not yet been verified by a qualified person. Certain technical information is derived from historical work completed by Canstar and publicly available sources and, has not yet been independently verified by Churchill. Churchill has relied on information supplied by Canstar, government of Newfoundland and Labrador filed assessment reports, and information found in the mineral occurrence data system published by the Newfoundland and Labrador Department of Natural Resources.
Canstar does not assume responsibility for Churchill's technical interpretations of historic data. To view Canstar's disclosure record, please see its public filings available on its issuer profile on SEDAR+.
About Churchill Resources Inc.
Churchill is a Canadian exploration company focused on exploration and evaluation of strategic and critical metals (including gold, silver, antimony and nickel) in Canada, principally at its prospective Black Raven, Taylor Brook and Florence Lake properties in the province of Newfoundland and Labrador. The Churchill management team, board and advisers have decades of combined experience in mineral exploration and in the establishment of successful publicly listed mining companies, both in Canada and around the world. Churchill's projects have the potential to benefit from Newfoundland and Labrador's large and diversified mineral industry, which includes world-class mines and processing facilities, and a well-developed mineral exploration sector with locally based drilling and geological expertise.
Antimony is designated as a critical mineral by the government of Canada and its G7 allies, and it is an indispensable input for national defence, energy security and various industrial applications including fire safety. Global antimony supply chains are concentrated among non-market actors and subject to export controls, creating unacceptable vulnerability. Immediate and decisive action is needed to repatriate production to Canadian and allied soil.
We seek Safe Harbor.
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