Cullinan Metals Receives Exchange Approval for Option Agreement to Acquire Oculus Rare Earth and Burnt Pond VMS Projects

(TheNewswire)

Vancouver, B.C. – TheNewswire - May 06, 2026? Cullinan Metals Corp. (CSE: CMT) (OTCQB:CMTNF) (the “Company” or “Cullinan”) is pleased to announce that, further to its newsrelease dated April 24, 2026, the Company has received approval fromthe Canadian Securities Exchange for the Company’s entry into theoption agreement dated April 24, 2026 (the “Agreement”) with VOA ExplorationInc. (the “Optionor”),pursuant to which it received an option (the “Option”) to acquire 100% interestin the Oculus Rare Earth Project (“Oculus Project”) in Central Labrador and the Burnt PondVolcanic Massive Sulphide (“VMS”) Project (“BurntPond Project”, and together with the Oculus Project, the“Projects”) in CentralNewfoundland.

Transaction Summary

On April 24, 2026, the Company entered into the Agreement to acquirethe Option from the Optionor to earn a one hundred percent (100%)interest in and to the Oculus Project and Burnt Pond Project through acombination of cash payments, common share issuances and explorationexpenditures on the Oculus Project and Burnt Pond Project as follows:

Making aggregate cash payments to the Optionor of$675,000, as follows:

• $50,000 within ten (10) business days following theexecution of the Agreement;  

• $125,000 on or before the first anniversary of theAgreement;  

• $200,000 on or before the second anniversary of theAgreement; and  

• $300,000 on or before the third anniversary of theAgreement; 

Issuing to the Optionor an aggregate of up to 5,250,000common shares in the capital of the Company (“Shares”) at adeemed price per Share equal to the prevailing market price at thetime of the issuance, as follows:

• 750,000 Shares within ten (10) business days followingthe execution of the Agreement;  

• the lesser of (A) 1,000,000 Shares; and (B) such number of Shares thatwould result in the Optionor holding 19.99% of the issued andoutstanding Shares immediately following such issuance of Shares, on or before the date that is thirteen (13) months followingthe execution of the Agreement;  

• the lesser of (A) 1,500,000 Shares; and (B) such number of Shares thatwould result in the Optionor holding 19.99% of the issued andoutstanding Shares immediately following such issuance of Shares,on or before the date that is 24-months following theexecution of the Agreement;  

• the lesser of (A) 2,000,000 Shares; and (B) such number of Shares thatwould result in the Optionor holding 19.99% of the issued andoutstanding Shares immediately following such issuance of Shares,on or before the date that is 36-months following theexecution of the Agreement;  

Incurring aggregate exploration expenditures of$700,000 on the Projects, as follows:

• $100,000 on or before the first anniversary of theAgreement, consisting of a minimum of $50,000 on the Burnt PondProject and a minimum of $50,000 on the Oculus Project;  

• An additional $200,000 on or before the secondanniversary of the Agreement, consisting of a minimum of $150,000 onthe Burnt Pond Project and a minimum of $50,000 on the Oculus Project;and  

• An additional $400,000 on or before the thirdanniversary of the Agreement. 

Upon exercise of the Option, the Optionor will retain a two percent(2%) net smelter returns royalty on each of the Oculus Project and theBurnt Pond Project, with the Company having the right to purchase onepercent (1%) of each royalty for $1,000,000.

The Shares issuable pursuant to the Agreement are subject to an“Extended Hold” period, pursuant to the policies of the CanadianSecurities Exchange, of the greater of: (i) four months and one dayfrom the date of issuance; and (ii) ten trading days after a technicalreport for the Projects has been filed and announced.

The Company is at arm’s length from the Optionor. The Agreement doesnot constitute a fundamental change for the Company and did not resultin a change of control of the Company (within the meaning ofapplicable securities laws and the policies of the Canadian SecuritiesExchange). There were no changes to the board of directors ormanagement of the Company in connection with the Agreement. Nofinder's fees were paid in connection with completion of theAgreement.

About Cullinan Metals

Cullinan Metals Corp. is a Canadian exploration companyfocused on the evaluation and development of energy and criticalmetals, with an option to acquire 100% of two prospective projects inCanada. The Oculus Rare Earth Project in Central Labrador spansapproximately 2,550 hectares within a recognized rare earth district,with historical surface samples returning up to 5.67% TREO and afavourable heavy rare earth component, yet remains undrilled andlargely unexplored. The Burnt Pond Project in Central Newfoundlandcovers approximately 975 hectares in the Tally Pond VMS belt, wherehistorical drilling has identified high-grade polymetallicmineralization including gold, silver, copper, zinc, and lead, withthe system open along strike and at depth.

On Behalf of the Board,
CULLINAN METALS CORP.
Aleem Fidai

Interim CEO, Director
(778)-772-6740

Neither the Canadian SecuritiesExchange nor its Regulation Services Provider (as that term is definedin the policies of the Canadian Securities Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

FORWARD LOOKINGSTATEMENTS

Statements in this news releasewhich are not purely historical are forward-looking statements,including any statements regarding beliefs, plans, expectations, orintentions regarding the future. Forward looking statements in thisnews release include, but are not limited to, statements regarding theopportunities for new discoveries and development at the Projects andthe benefits of acquiring the Option; the conditions required to besatisfied in order to exercise the Option; and any other generalstatement regarding the Company’s planned or future explorationefforts at the Projects. It is important to note that the Company’sactual business outcomes and exploration results could differmaterially from those in such forward-looking statements. Risks anduncertainties include that the Company may be unable to implement itsplans to further explore at the Projects; that the benefits ofacquiring the Option may not be realized as anticipated or at all;that the Company may not satisfy all necessary conditions to completethe transactions contemplated in the Agreement; that economic,competitive, governmental, geopolitical, environmental andtechnological factors may affect the Company’s operations, markets,products and prices; our specific plans and timing drilling, fieldwork and other plans may change; that the Company may not have accessto or be able to develop any minerals because of cost factors, type ofterrain, or availability of equipment and technology; and we may alsonot raise sufficient funds to carry out or complete our plans. Laborshortages, inflationary pressures, rising interest rates, the globalfinancial climate and international conflicts are some additionalfactors that are affecting current economic conditions and increasingeconomic uncertainty, which may impact the Company’s operatingperformance, financial position, and prospects. Collectively, thepotential impacts of this economic environment pose risks that arecurrently indescribable and immeasurable. No assurance can be giventhat any of the events anticipated by the forward-looking statementswill occur or, if they do occur, what benefits the Company will obtainfrom them. Readers are cautioned that forward-looking statements arenot guarantees of future performance or events and, accordingly, arecautioned not to put undue reliance on forward-looking statements dueto the inherent uncertainty of such statements. Additional riskfactors are discussed in the section entitled “Risk Factors” inthe Company’s Management Discussion and Analysis for its recentlycompleted fiscal period, which is available under the Company’sSEDAR+ profile at www.sedarplus.ca. Except asrequired by law, the Company will not update or revise theseforward-looking statements after the date of this document or torevise them to reflect the occurrence of future unanticipatedevents.

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