Mr. Juan Carlos Giron Jr. reports

CANSTAR ENTERS INTO BINDING LETTER OF INTENT FOR GOLDEN BAIE TRANSACTION, SECURING CASH, EQUITY, ROYALTY AND $5M IN WORK COMMITMENTS TO ACCELERATE GOLD-ANTIMONY EXPLORATION IN NEWFOUNDLAND

Canstar Resources Inc. has executed a binding letter of intent with Churchill Resources Inc. (CRI) for an option agreement that unlocks the value of its Golden Baie gold-antimony project while strengthening Canstar's capital position and strategic focus.

Under the option, which will allow Churchill to earn a 100-per-cent interest in Golden Baie, Churchill will receive up to 9.99-per-cent ownership in CRI through fixed-percentage share issuances, retain a 0.5-per-cent perpetual royalty on Golden Baie, secure approximately $208,167 in cash reimbursement, eliminate approximately $600,000 in 2026 holding obligations and benefit from a minimum $5-million work commitment -- including $2-million in the first 12 months -- to aggressively advance the asset.

Upon execution of the definitive option agreement, Canstar will receive an initial issuance of 15,834,097 common shares of Churchill, representing approximately 5.0 per cent of Churchill's issued and outstanding shares on a postissuance basis. Based on Churchill's closing share price of 14 cents per share on Feb. 13, 2026, the initial tranche has an indicative current market value of approximately $2.2-million. The remaining 4.99-per-cent ownership interest will be delivered in four additional tranches over 24 months, each calculated as a fixed percentage of Churchill's issued and outstanding shares at the time of issuance.

Juan Carlos Giron Jr., Canstar's president and chief executive officer, stated:

"This is a strong and strategic agreement that delivers a compelling win-win for Canstar and Churchill shareholders. Canstar benefits from approximately $3.3-million in near-term value -- at least $2.4-million of which is expected within 30 days of TSX-V approval and definitive agreement execution -- including approximately $800,000 in hard dollar benefits for the treasury. The Golden Baie project cements Churchill's position as a leading gold-antimony explorer in a Tier 1 mining jurisdiction, and because the share consideration Canstar will receive is based on fixed ownership percentages in CRI rather than a fixed dollar amount, the actual value realized by Canstar will evolve along with CRI's market valuation at the time of each issuance, providing Canstar with strong economic leverage to the success of Golden Baie as the project advances, in addition to Canstar's perpetual royalty on Golden Baie. All of this is underpinned by exploration commitments from CRI, pointing to the potential for aggressive exploration at Golden Baie in 2026 and 2027.

"The strategic benefits to Canstar are also compelling. Backed by the up to $11.5-million non-dilutive joint venture commitment from VMS Mining Corp., Canstar has sharpened its focus on high-grade volcanogenic massive sulphide discovery in Newfoundland's historic Buchans district -- where the historic Buchans mine produced five of the highest-grade deposits ever mined between 1928 and 1984, rich in copper, gold, silver, lead and zinc. With strategic capital, elite geological expertise under the technical direction of Dr. Harold Gibson and a modern, geology-first exploration strategy enhanced by a partnership with Khosla Ventures and Rio Tinto-backed TerraAI, we believe Canstar is well positioned to accelerate exploration for new, high-grade polymetallic deposits in this proven, historic district. This transaction further streamlines our focus and strengthens our balance sheet as we accelerate towards a robust exploration drilling campaign at our Mary March project in spring 2026."

Transaction terms

Equity consideration

Under the letter of intent, Canstar may receive up to 9.99 per cent of the issued and outstanding common shares of Churchill Resources, delivered in staged tranches over a 24-month option period.

The initial issuance will consist of 15,834,097 Churchill common shares, representing approximately 5.0 per cent of Churchill's issued and outstanding shares on a post-issuance basis, subject to TSX-V approval.

The remaining ownership interest of up to 4.99 per cent will be issued in four subsequent tranches of approximately 1.25 per cent each over the 24-month term.

Each subsequent tranche (other than the initial issuance) will be calculated as a fixed percentage of Churchill's issued and outstanding shares on a postissuance basis at the time of issuance, subject to the share caps described below. The number of shares issued in each tranche will therefore be determined at the time of issuance based on Churchill's capital structure.

In accordance with TSX-V requirements, each 1.25 per cent tranche is subject to a maximum issuance of 7.52 million shares per tranche, and the aggregate maximum number of shares issuable to Canstar under the option is 45,914,097 shares.

All securities issued in connection with the transaction will be subject to applicable statutory hold periods.

Work commitments

Pursuant to the option contemplated by the letter of intent, to earn a 100-per-cent interest in the Golden Baie project, Churchill must incur:

• A minimum of $2-million in exploration expenditures within the first 12 months;
• A minimum of $5-million in total exploration expenditures within 24 months.

The staged equity issuances are sequenced over the same 24-month period.

Reversion

If Churchill does not satisfy the required minimum exploration expenditures within the specified time frames, the option will terminate and the Golden Baie project will revert to Canstar, subject to the terms of the definitive agreement.

Royalty

Upon exercise of the option and acquisition of a 100-per-cent interest in the project, Canstar will retain a 0.5-per-cent net smelter return royalty on any future mineral production from Golden Baie. The royalty does not include a buyback provision.

The Golden Baie project is currently subject to an existing 2.0-per-cent net smelter return royalty held by Altius Minerals.

Cash consideration and bond obligations

Upon execution of the definitive agreement, Churchill will make a cash payment of approximately $208,167 to Canstar to reimburse existing cash bonds posted on the property, which will be returned to Churchill in the event that the option is not exercised.

In addition, Canstar will no longer be responsible for an assessment expenditure of approximately $600,000 in assessment expenditures that is required by August, 2026, to maintain the project in good standing.

Regulatory approvals

The transaction remains subject to:

• Execution of definitive agreements;
• Completion of due diligence by Churchill and Canstar;
• Approval of the TSX-V.

Qualified person statement

Bob Patey, BSc (honours), vice-president for exploration for Canstar, and a qualified person as defined in National Instrument 43-101, has reviewed and approved all scientific and technical information disclosed in this news release.

Acknowledgement

Canstar acknowledges the financial support of the Junior Exploration Assistance (JEA) program from the government of Newfoundland and Labrador Department of Industry, Energy and Technology, which has been a valuable contribution to the exploration programs on the company's Buchans-Mary March and Golden Baie projects.

About Canstar Resources Inc.

Canstar Resources is an exploration company focused on critical minerals and gold. The company's 100-per-cent-owned Golden Baie project (489.5 square kilometres) hosts high-grade gold and antimony showings along a major mineralized structure that also hosts a large number of gold deposits. The Buchans and Mary March projects (142.1 square km) are located within the world-class, past-producing VMS (volcanogenic massive sulphide) zinc-, copper-, gold- and silver-rich Buchans mining camp and boast high-grade zinc and copper discoveries.

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