Eureka Lithium completes acquisition of Stairway Mining

Executive Summary

• Eureka Lithium Corp. has completed the acquisition of Stairway Mining Inc., securing 100% interests in the polymetallic Cabin Lake project (British Columbia) and the titanium-vanadium Tyee project (Quebec).
• The transaction consideration consists of 9.1 million common shares of Eureka and potential milestone cash payments of up to $1 million, contingent on specific technical reporting and resource disclosure milestones.
• The acquisition expands Eureka’s portfolio beyond lithium into polymetallic and critical mineral assets, leveraging assets with historical showings and proximity to major infrastructure.

Key Details

• Transaction Structure: Acquisition of all issued and outstanding shares of Stairway Mining Inc. pursuant to an amended and restated share purchase agreement dated Feb. 20, 2026.
• Equity Consideration: Eureka issued an aggregate of 9.1 million common shares to Stairway shareholders on a pro rata basis.
  • Hold Period: The consideration shares are subject to a hold period of four months and one day from the date of issuance.
  • Change from Original Terms: The original consideration was 12 million shares with no cash component; this was amended due to Canadian Securities Exchange policies regarding the hold period.
• Milestone Cash Payments: Eureka agreed to pay up to $1 million in aggregate cash to former Stairway shareholders if the following milestones are met:
  1. Filing of technical reports for both properties on SEDAR+ within six months of the SPA date.
  2. Public disclosure of a mineral resource estimate for at least one property within nine months of the SPA date.
  3. Public disclosure of a preliminary economic assessment for at least one property within 15 months of the SPA date.
• Cabin Lake Project (British Columbia):
  • Location: Omineca mining district, central BC.
  • Size: Six contiguous mineral claims totaling approximately 2,363 hectares.
  • Commodities: Polymetallic system prospective for zinc, lead, copper, molybdenum, and silver.
  • Status: Multiple historical showings; 600m x 1,000m target footprint identified.
  • Infrastructure: Located near established infrastructure and producing mines, including Endako and Blackwater mines.
• Tyee Project (Quebec):
  • Location: Havre-St-Pierre region, Quebec (Havre-St-Pierre Anorthosite complex).
  • Size: 189 contiguous mineral claims covering approximately 10,136 hectares.
  • Commodities: Titanium and vanadium.
  • Targets: Big TiO, NS trend, and East Nugget targets.
  • Context: Region hosts the world-class Lac Tio mine; historical geophysical surveys and surface sampling conducted.
• Valuation Basis: Consideration determined through arm's-length negotiations based on independent assessment of exploration potential, geological merit, strategic value, and market comparables, not historical staking costs.
• Counterparties: Former Stairway shareholders are arm's length to Eureka, its directors, officers, and insiders.

Notable Quotes

• "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."