Mr. David Bowen reports
EUREKA COMPLETES ACQUISITION OF STAIRWAY MINING CORP., SECURING 100% INTEREST IN THE POLYMETALLIC CABIN LAKE AND TITANIUM-VANADIUM TYEE PROJECTS
Further to Eureka Lithium Corp.'s news release dated Jan. 28, 2026, that it has completed the acquisition of a 100-per-cent interest in the Cabin Lake polymetallic project, located in the Omineca mining district of British Columbia, and of a 100-per-cent interest in the Tyee titanium-vanadium project, located within the Havre-St-Pierre region of Quebec, through its acquisition of all the issued and outstanding shares of Stairway Mining Inc.
The acquisition was made pursuant to the terms of an amended and restated share purchase agreement dated Feb. 20, 2026, under which Eureka acquired the Stairway shares in exchange for an aggregate of 9.1 million common shares of Eureka, issued to Stairway shareholders on a pro rata basis. In addition, Eureka has agreed to make a milestone cash payment of, in aggregate, $1-million to former Stairway shareholders, on a pro rata basis, in the event that all of the following milestones are achieved: (i) Eureka files a technical report for each of the properties on SEDAR+ within six months of the date of the share purchase agreement; (ii) Eureka delineates and publicly discloses a mineral resource estimate in respect of at least one the properties within nine months of the date of the share purchase agreement; and (iii) Eureka publicly discloses a preliminary economic assessment in respect of at least one of the properties within 15 months of the date of the share purchase agreement. The consideration shares are subject to a hold period of four months and one day from the date of issuance. The company notes that, as disclosed in its Jan. 28, 2026, news release, the original consideration contemplated to be paid for the acquisition was 12 million common shares of Eureka, with no milestone payment. These terms were amended as a result of the company's inability to vary the four-month-and-one-day hold applicable to the consideration shares pursuant to Canadian Securities Exchange policies.
The company notes that the consideration for the acquisition was determined through arm's-length negotiations between the company and Stairway. During such negotiations, the company's management and board applied its business judgment, having regard to comparable transactions in the junior mining industry. Stairway originally staked or acquired the Tyee project claims in December, 2025. The company's consideration was not based on the historical staking or acquisition cost of the claims, but rather on its independent assessment of the exploration potential, geological merit, strategic value and market comparables for similar stage critical mineral assets. Management does not consider the difference between Stairway's original acquisition cost and the consideration to be indicative of the fair value of the properties.
The former Stairway shareholders are arm's length to the company and to its directors, officers and, to its knowledge, insiders.
The Cabin Lake project comprises six contiguous mineral claims totalling approximately 2,363 hectares in central British Columbia's Omineca mining district. Cabin Lake is a polymetallic system prospective for zinc, lead, copper, molybdenum and silver, with multiple historical showings and a 600-metre-by-1,000-metre target footprint identified through prior exploration work.
The Cabin Lake project is strategically located near established infrastructure and producing and past-producing mines, including the Endako mine and the Blackwater mine, underscoring the district-scale fertility of the region.
The Tyee project consists of 189 contiguous mineral claims covering approximately 10,136 hectares within the Havre-St-Pierre Anorthosite complex of Quebec, a globally significant titanium-bearing district. The region hosts the world-class Lac Tio mine deposit, one of the highest-grade hard rock titanium operations globally.
Tyee includes the Big TiO, NS trend and East Nugget targets, which have been the subject of historical geophysical surveys and surface sampling and are prospective for titanium and vanadium mineralization associated with layered anorthosite-hosted systems.
Mineralization on adjacent or nearby properties referenced in this news release are not necessarily indicative of mineralization on the company's properties.
"The acquisition of the Cabin Lake and Tyee projects represents a strategic expansion of Eureka's asset base beyond lithium and into high-conviction polymetallic and titanium-vanadium prospective projects," stated Dave Bowen, chief executive officer of Eureka Lithium. "Both projects are located in mining-friendly jurisdictions with strong infrastructure and district-scale geological potential. These projects give Eureka exposure to mineral projects targeting exploration for important materials necessary for defence, electrification and advanced manufacturing."
Qualified person
Afzaal Pirzada, MSc, PGeo., a consultant to the company, and a qualified person within the meaning of National Instrument 43-101, has reviewed and approved the scientific and technical disclosure contained in this news release.
About Eureka Lithium Corp.
Eureka Lithium is the largest lithium-focused landholder in the northern third of Quebec, known as the Nunavik region, with 100-per-cent ownership of three projects comprising 2,108 square kilometres in the emerging Raglan West, Raglan South and New Leaf lithium camps. These claims were acquired from famed prospector Shawn Ryan and are located in a region that hosts two operating nickel mines with deep sea port access.
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