Canstar closes $1.16-million private placement

Executive Summary

• Canstar Resources Inc. has closed an oversubscribed non-brokered private placement raising approximately $1.17 million in gross proceeds, primarily from institutional investors.
• The financing strengthens the company's balance sheet ahead of its 2026 exploration program, with proceeds designated for general corporate purposes, including exploration at the Buchans, Mary March, and Golden Baie projects.
• The transaction includes the issuance of non-flow-through and flow-through units, accompanied by warrants, and reflects a strategic decision to prioritize hard-dollar issuance over flow-through financing due to strong institutional demand.

Key Details

• Gross Proceeds: Total gross proceeds of $1,169,970.54, with $1,152,970.54 from non-flow-through (NFT) units and $17,000 from flow-through (FT) units.
• Early Warrant Exercise: Additional $517,868 in gross proceeds generated from an early warrant exercise incentive program since June 2025.
• Total Hard-Dollar Capital: Approximately $1.67 million in hard-dollar capital raised in recent months.
• Unit Structure (NFT): 17,738,008 non-flow-through units issued at $0.065 per unit. Each NFT unit consists of one common share and one transferable common share purchase warrant.
• Unit Structure (FT): 200,000 flow-through units issued at $0.085 per unit. Each FT unit consists of one common share and one-half of one warrant (two halves equal one whole warrant).
• Warrant Terms:
  • NFT Warrants: Exercisable for 36 months at $0.10 per share.
  • FT Warrants: Exercisable for 12 months at $0.10 per share.
• Use of Proceeds: General corporate purposes, including exploration at Buchans, Mary March, and Golden Baie projects, working capital, and corporate development. FT proceeds specifically for Canadian exploration expenses qualifying as flow-through mining expenditures.
• Finder’s Fees: Cash fees of $56,940 paid, plus 861,000 non-transferable finders' warrants issued.
• Finder’s Warrant Terms: Exercisable for 36 months at $0.10 per share.
• Hold Period: All securities subject to a statutory hold period of four months and one day, expiring March 1, 2026.
• Strategic Context: Management prioritized hard-dollar issuance due to depth of institutional participation. Supported by a $11.5 million exploration partnership with VMS Mining Corp.

Notable Quotes

• "We're closing this financing from a position of strength, consistent with Canstar's disciplined capital strategy focused on enduring value creation and efficiency. With strong partners and exciting exploration opportunities emerging at Mary March, we're advancing with focus and momentum. Our strategy is delivering, and we believe the company is entering a particularly compelling stage of its evolution." — Juan Carlos Giron Jr., President and CEO