Canstar Resources Enters C$500,000 Bridge Facility with Related Party

Canstar Resources Inc. has entered into a C$500,000 revolving bridge credit facility with BQS Systematic Equities LP, an entity controlled by J. Paul Austin III, a director of the company. The agreement, dated September 14, 2026, was first announced in a news release on July 21, 2026. The definitive agreements include a revolving credit facility agreement, a limited-recourse facility note, and a share pledge agreement.

The facility is intended as an interim bridge pending the completion of Canstar’s planned permanent financing. The credit facility is fully available from closing and allows for amounts repaid to be re-borrowed. The commitment may be increased by mutual agreement up to the lesser of C$2,500,000 and 24% of the company’s market capitalization, subject to prior approval by the company’s independent directors, confirmation of the applicable MI 61-101 analysis, pledged-share coverage of at least 125% of the increased commitment, and confirmation of no objection by the TSX Venture Exchange (the "Exchange"). Neither party is obligated to increase the facility.

The initial advance under the facility was made on September 16, 2026, and was used to repay the Company's promissory note in favor of BQS dated July 17, 2026, as amended on August 13, 2026, under which US$241,000 (approximately C$339,600) was outstanding. This existing note was repaid in full from the initial advance and cancelled. The terms of the existing note were disclosed in the Company’s news releases dated July 21 and August 20, 2026.

The facility matures nine months from the date of the initial advance and may be prepaid in whole or in part at any time, subject to the minimum interest described below. Interest accrues at 12% per annum on drawn principal and is payable monthly in common shares of Churchill Resources Inc. ("CRI Shares") held by the Company, valued at the 10-trading-day volume-weighted average price on each payment date. On each advance, the first three months' interest (3% of the advance) is prepaid in CRI Shares valued at the 45-trading-day volume-weighted average price preceding the advance, and a minimum of six months' interest (6% of the advance) is fixed as a number of CRI Shares on the same basis and is payable regardless of when the advance is repaid. Interest is paid, not capitalized. All in-kind deliveries are subject to applicable securities laws, and no representation is made as to the tradeability of CRI Shares delivered. No securities of the Company are issuable in connection with the facility, and the facility is not convertible into, or repayable in, securities of the Company.

The facility is secured solely by a pledge of the 15,834,097 CRI Shares owned by the Company and all further CRI Shares receivable under the Company's option agreement with Churchill Resources Inc. in respect of the Golden Baie Project, each tranche pledged on receipt. The Company grants no general security interest, BQS has no recourse to any other asset of the Company, and there is no deficiency claim. If the market value of the pledged shares falls below 1.10 times the amount outstanding, BQS may direct an orderly sale of freely tradeable pledged shares through the Company's broker, subject to daily volume limits, with proceeds applied to the facility; a coverage shortfall is not a default and does not accelerate the facility or require additional collateral. The facility contains no change-of-control default, consent right over fundamental transactions, break fee, or make-whole beyond the minimum interest.

The Company will reimburse BQS's reasonable, documented third-party costs of establishing the facility, limited to the lesser of actual costs and 2% of principal drawn, as a recovery of costs and not as a fee or bonus, subject to approval of the amount by the independent directors. No origination, commitment, or other fee is payable. The Company has also agreed to use commercially reasonable efforts to maintain its investor communications program through an independent consultant on terms approved by the independent directors; BQS has no approval or direction right over that program and receives no benefit from it.

The facility is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The independent directors determined that the facility is on reasonable commercial terms that are not less advantageous to the Company than if obtained from an arm's-length lender, having regard to the absence of any fee, bonus, or securities of the Company, the limited-recourse structure, and the Company's financing alternatives. The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101, on the basis that no securities of the Company are listed or quoted on a market specified in that section, and on the exemption from the minority approval requirement in section 5.7(1)(f) of MI 61-101, on the basis that the facility is a loan obtained by the Company on reasonable commercial terms that are not less advantageous to the Company than if the loan had been obtained from an arm's-length lender, and is not convertible, directly or indirectly, into equity or voting securities of the Company.

Canstar Resources Inc. is a focused VMS exploration company with a portfolio of projects in established mining jurisdictions. The Company's flagship Mary March VMS Project (~122 km²) is located within the