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Cullinan Metals Announce Completion of Debt Settlement

Monday, May 25, 2026 5:05 PM PDT

(via TheNewswire)

Vancouver, B.C. – May 25, 2026 - TheNewswire – Cullinan Metals Corp. (CSE: CMT) (OTCQB: CMTNF) (the “Company” or “Cullinan”) is pleased to announce that further to the news release dated May 14, 2026, the Company has completed the shares for debt financing.

As previously announced, the Company entered into debt settlement agreements to issue an aggregate of 1,486,090 common shares (each a “Share”) of the Company at a deemed price of $0.34 per Share to satisfy an aggregate amount of bona fide debt of up to $505,272 to certain creditors (the “Creditors”) of the Company (the “Debt Settlement”).

Insiders of the Company participated in the Debt Settlement in the amount of C$187,678. Such insiders are related parties of the Company pursuant to Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Related party involvement in the Debt Settlement constitutes a “related party transaction”. The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a) respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Debt Settlement, insofar as it involves interested parties, exceeds 25.0% of the Company’s market capitalization.

The issuance of Shares in connection with this Debt Settlement are subject to CSE approval and the Shares are subject to a statutory hold period of four (4) months plus one (1) day from the date of issuance in accordance with applicable Canadian securities laws.

The purpose of the Debt Settlement is to preserve the Company’s treasury.

About Cullinan Metals

Cullinan Metals Corp. is a Canadian mining and exploration company focused on the evaluation and potential development of energy and critical metals. The Company recently entered into an option agreement to acquire a 100% interest in two prospective projects in Canada.

The Oculus Rare Earth Project, located in Central Labrador, spans approximately 2,550 hectares within a recognized critical rare earth element district. Historical surface sampling has returned total rare earth oxide (TREO) values of up to 5.67% TREO, with a favourable heavy rare earth component. Despite these encouraging results, the project remains undrilled, presenting significant discovery potential.

The Burnt Pond Project, located in Central Newfoundland within the Tally Pond Volcanic Belt, covers approximately 975 hectares in a proven volcanic massive sulphide district. Historical drilling has returned high-grade polymetallic mineralization, including gold, silver, copper, zinc, and lead. The system remains open along strike and at depth, offering strong potential for additional discoveries.

The Company is focused on advancing these assets through disciplined exploration programs designed to unlock their underlying value.

On Behalf of the Board, CULLINAN METALS CORP.

Aleem Fidai Director (778) 772-6740

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

Statements in this news release which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward looking statements in this news release include, but are not limited to, the benefits therefrom, including, without limitation,; the settlement of Debt and the completion of the Shares for Debt Transaction; the issuance of Shares in connection with the Debt Settlement; and any other general statement regarding the Company’s planned or future exploration efforts at the Projects. It is important to note that the Company’s actual business outcomes and exploration results could differ materially from those in such forward-looking statements. Risks and uncertainties include that the Company may not settle the Debt and complete the Shares for Debt Transaction as contemplated, or at all; that economic, competitive, governmental, geopolitical, environmental and technological factors may affect the Company’s operations, markets, products and prices; our specific plans and timing drilling, field work and other plans may change; that the Company may not have access to or be able to develop any minerals because of cost factors, type of terrain, or availability of equipment and technology; and we may also not raise sufficient funds to carry out or complete our plans. Labor shortages, inflationary pressures, rising interest rates, the global financial climate and international conflicts are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company’s operating performance, financial position, and prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. Additional risk factors are discussed in the section entitled “Risk Factors” in the Company’s Management Discussion and Analysis for its recently completed fiscal period, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. Except as required by law, the Company will not update or revise these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.