Mr. Juan Giron reports

CANSTAR ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Canstar Resources Inc. has arranged a non-brokered private placement to raise gross proceeds of up to $2-million through the issuance of flow-through units and non-flow-through units.

Each non-flow-through unit will be issued at a price of 6.5 cents and will consist of one common share in the capital of the company and one transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share of the company at a price of 10 cents for a period of 36 months from the date of issuance.

Each flow-through unit will be issued at a price of 8.5 cents and will consist of one flow-through common share in the capital of the company and one-half of one transferable common share purchase warrant (with two half-warrants being equivalent to one whole warrant). Each whole warrant will entitle the holder thereof to acquire one additional common share of the company at a price of 10 cents for a period of 12 months from the date of issuance.

Context and capital strategy

Canstar has maintained a capital strategy focused on efficiency and minimizing shareholder dilution. In January, 2024, the company announced new strategic capital alongside board and management changes. The company completed a hybrid private placement to raise gross proceeds of approximately $850,000, issuing units priced at three cents per hard-dollar unit, 3.5 cents per critical minerals exploration tax credit flow-through unit and 3.25 cents per charity flow-through unit. Each unit consisted of one common share and one warrant exercisable at five cents for a two-year term.

In May, 2025, Canstar received $500,000 as the initial payment under a letter of intent for an $11.5-million non-dilutive exploration joint venture with VMS Mining Corp.

In September, 2025, the company reported it had received $1,092,500 in early warrant exercise proceeds, with 21.85 million of the 26.7 million warrants issued in the January, 2024, financing exercised, while concurrently providing a detailed update on exploration activities related to the joint venture.

The gross proceeds from the issuance of the flow-through shares will be used for Canadian exploration expenses on the company's Newfoundland properties. The expenditures are expected to qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), which will be incurred on or before Dec. 31, 2026, and renounced to the subscribers with an effective date no later than Dec. 31, 2025.

The gross proceeds from the non-flow-through units and any warrants exercised will be used for general corporate purposes, including exploration at the company's Buchans, Mary March and Golden Baie projects in Newfoundland, working capital, and corporate development activities.

Additional offering details

The offering is subject to the acceptance of the TSX Venture Exchange and all other required regulatory approvals. All securities issued under the offering will be subject to a statutory hold period of four months and one day from the closing date in accordance with Canadian securities laws. Finders' fees may be payable in connection with the offering.

Insiders of the company may participate in the offering. Any such participation would constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects that any insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the securities subscribed for will not exceed 25 per cent of the company's market capitalization.

About Canstar Resources Inc.

Canstar Resources is an exploration company focused on critical minerals and gold in Newfoundland. The company's 100-per-cent-owned Golden Baie project (489.5 square kilometres) hosts high-grade gold and antimony showings along a major mineralized structure that also hosts a large number of gold deposits. The Buchans and Mary March projects (120.5 square kilometres) are located within the past-producing VMS (volcanogenic massive sulphide) zinc-, copper- and silver-rich Buchans mining camp and boast high-grade zinc and copper discoveries.

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