Cullinan Metals completes shares-for-debt transaction

Mr. Marc Enright-Morin reports CULLINAN METALS ANNOUNCES DEBT SETTLEMENT Further to its news release dated Feb. 10 2026, Cullinan Metals Corp. has completed the debt settlement transaction and issued an aggregate of 859,187 common shares of the company at a deemed price of 20 cents per share to satisfy an aggregate amount of bona fide debt of up to $171,837.50 to certain creditors of the company. An aggregate of 131,250 shares were issued, directly or indirectly, to one director of the company and, as such, constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on exemptions from the formal valuation requirements of MI 61-101. Specifically, the company is relying upon Subsection 5.5(a) of MI 61-101 (as the company's common shares are listed only on the Canadian Securities Exchange) and the minority shareholder approval requirements of MI 61-101, pursuant to Subsection 5.7(1)(b) of MI 61-101 (as neither the fair market value of the shares issued to insiders pursuant to the debt settlement exceeded 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101). The issued shares in connection with this debt settlement are subject to CSE approval and the shares are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws. The purpose of the debt settlement is to improve the company's working capital position as it seeks to pursue acquisition transactions. We seek Safe Harbor.