Mr. Rob Bruggeman reports

CANSTAR CLOSES OVERSUBSCRIBED FINANCING, ANNOUNCES MANAGEMENT CHANGES AND BOARD APPOINTMENT

Canstar Resources Inc. today closed the non-brokered private placement financing previously announced on Dec. 27, 2023, for gross proceeds of $856,215. The offering was oversubscribed by $121,215 and an aggregate of 26,665,500 units were sold. The lead order for the offering came from J. Paul Austin III, who has been appointed to the Canstar board of directors. In addition, the company announced the appointments of Juan Carlos Giron Jr. as president and chief executive officer, William P. Upshur as chief financial officer and corporate secretary, and Nyla Beth Gawel as observer and special adviser to the board of directors.

commenting on the corporate updates, incoming president and CEO, Juan Carlos Giron Jr., said: "I am honoured for the opportunity to lead Canstar Resources during this pivotal time for the mineral resource sector. The company has a world-class technical team and a compelling land package with nearly 75,000 hectares of critical and precious metals claims in a Tier 1 mining jurisdiction. I would like to extend my gratitude to our investors for their confidence, as well as to outgoing president and CEO, Rob Bruggeman, whose leadership has positioned the company for long-term growth."

Newly appointed CFO, William Upshur, added: "We're pleased to have rapidly closed on this oversubscribed financing, and to have the support of J. Paul and a select group of professional investors. With gross proceeds of more than $850,000, and additional potential future proceeds of over $1.3-million in the event the warrants issued under the offering are exercised, we have a strong foundation from which to advance the company."

Appointee biographical information

Mr. Giron Jr. brings 15 years of experience in executive management, capital markets, finance, and commercial and strategic development. He most recently served as executive vice-president, strategy and capital markets, at a Canadian-listed mining technology company and as president and chief financial officer of a United States-listed mining company operating in Nevada. Prior to focusing on the natural resources sector, Mr. Giron Jr. spent 10 years in UBS's International Division (NYSE: UBS).

Mr. Upshur brings over 17 years of experience in business operations, finance, strategy and data analytics, working in sectors including U.S. national security, natural resources and technology. He previously led corporate affairs and investor relations strategy at a natural resources start-up and built a boutique consulting practice in the mining sector. Mr. Upshur holds a master's degree in economics from The School of Advanced International Studies at The Johns Hopkins University (SAIS), and postgraduate certificates in corporate finance and accounting from Harvard.

Mr. Austin III is a professional investor and corporate adviser with over 25 years of experience in finance, capital markets, venture capital and corporate governance. Mr. Austin III served as managing director of BlueArc Capital Management's hedge fund strategies for approximately 10 years, and spent seven years as chief investment officer of Beach Capital Management, the private investment office of S. Daniel Abraham. Mr. Austin III began his career at Goldman, Sachs & Co. after graduating from the Georgia Institute of Technology with highest honours. He is currently CEO of Austin & Company. He also serves on the board of Rabun Gap Nacoochee Schools and has served as a member of the board of trustees for the Georgia Tech Alumni Association.

Nyla Beth Gawel brings over 20 years of strategic planning, corporate executive and United States public sector experience. She has served in senior roles at Fortune 500 companies, including as vice-president at Booz Allen Hamilton (NYSE: BAH), as senior vice-president, corporate strategy, at SAIC (NYSE: SAIC) and as director of public sector strategy at Verizon (NYSE: VZ). Ms. Gawel also has extensive experience advising early-stage companies, including technology startups. She holds a bachelor of science degree in foreign service from Georgetown University and management certificates from Yale and Duke.

Offering details

As part of the offering, the company issued 10,415,500 units of the company at a price of three cents per hard dollar unit, 10 million flow-through units at a price of 3.25 cents per FT unit and 6.25 million Critical Mineral Exploration Tax Credit (CMETC) flow-through units at a price of 3.5 cents per CMETC FT unit.

Each hard dollar unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at an exercise price of five cents per warrant share for a period of 24 months following the closing of the offering. The net proceeds from the sale of the HD units will be for exploration of the company's mineral properties and general corporate and working capital purposes.

Each FT unit comprised one common share that qualifies as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and one warrant. The gross proceeds from the sale of the FT units will be used to finance further exploration programs on, but not limited to, the Golden Baie property claims, incurring expenditures that will qualify as Canadian exploration expenses and flow through mining expenditures as defined in the Income Tax Act (Canada) on or before Dec. 31, 2025, and which will be renounced to the purchasers of the FT units with an effective date no later than Dec. 31, 2024.

Each CMETC FT unit comprised one FT share and one warrant. The gross proceeds from the sale of the CMETC FT units will be used to finance further exploration programs on, but not limited to, the Buchan's-Mary March property claims, incurring expenditures that will qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures as those terms are defined in the Income Tax Act (Canada) on or before Dec. 31, 2025, and which will be renounced to the purchasers of the CMETC FT units with an effective date no later than Dec. 31, 2024.

The offering was amended to include payment of $1,800 in cash finders' fees to certain eligible third parties. The offering remains subject to the final approval of the exchange. All securities issued and issuable pursuant to the offering are subject to a hold period of four months and one day from the date of issuance.

Additional updates

Concurrent with closing the offering, as previously announced, Robert Bruggeman has stepped down as president and CEO, Jack Hurley has retired as CFO, and Sam Leung has departed from the company's board of directors. The company expresses its deep gratitude to Mr. Hurley and Mr. Leung for their years of service. Mr. Bruggeman will continue in his position as a director of the company. In addition, Aegis Critical Materials Inc., of which Mr. Giron Jr. is a principal, has received the right to nominate an additional director of the company if specific conditions have been met.

About Canstar Resources Inc.

Canstar is focused on the discovery and development of economic mineral deposits in Newfoundland and Labrador, Canada. Canstar has a 100-per-cent interest in the Golden Baie project, a large claim package (62,175 hectares) with recently discovered, multiple outcropping gold occurrences on a major structural trend in south-central Newfoundland. The company also holds the Buchans-Mary March project and other mineral exploration properties in central Newfoundland. Canstar Resources is based in Toronto, Canada, and is listed on the TSX Venture Exchange under the symbol ROX and trades on the OTCPK under the symbol CSRNF.

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