Canstar Announces AGSM Results, Adds Fortune 500 Executive to Board of Directors

Rhea-AI Summary

Canstar Resources Inc. (TSXV: ROX) (OTC Pink: CSRNF) announced the approval of all resolutions at its Annual General and Special Meeting held on April 15, 2025. Shareholders approved expanding the board to five directors, electing James Clare, Jacqueline Allison, Neil Burns, J. Paul Austin III, and Nyla Beth Gawel as board members.

Key approvals included reappointing MNP LLP as auditor, increasing the maximum number of common shares reserved for stock options from 11,025,366 to 14,884,138, and implementing a new By-law No. 1.

Notable among the changes is the addition of Nyla Beth Gawel, who brings over 20 years of experience in strategic planning. Gawel, founder of NBG Strategy Consulting , has held senior leadership positions at Fortune 500 companies including Booz Allen Hamilton, SAIC, and Verizon. Robert Bruggeman, former CEO and director, transitions to the Advisory Board as part of a planned change.

Positive

• Addition of experienced Fortune 500 executive Nyla Beth Gawel to the Board
• Increased stock option pool by 3.86M shares, enhancing ability to attract and retain talent
• Former CEO remains involved through Advisory Board, ensuring continuity

Negative

• Potential shareholder dilution from increased stock option pool of 14.88M shares

Toronto, Ontario--(Newsfile Corp. - April 24, 2025) - CANSTAR RESOURCES INC. (TSXV: ROX) (OTC Pink: CSRNF) today announces that all the resolutions considered at the Company's Annual General and Special Meeting held on April 15, 2025 (the "Meeting") were approved by the Company's shareholders.

At the Meeting, the Company's shareholders approved the following resolutions:

• fixing the number of directors comprising the Company's board of directors (the "Board") for the ensuing year at five (5);
• electing James Clare; Jacqueline Allison; Neil Burns; J. Paul Austin III; and Nyla Beth Gawel as directors of the Company, to hold office until the close of the next annual general meeting of shareholders or until their successors are elected or appointed;
• re-appointing MNP LLP, Chartered Professional Accountants as the auditor of the Company for the ensuring year and authorizing the Board to fix the remuneration of the auditor;
• approving certain amendments to the Company's fixed stock option plan to increase the maximum number of common shares reserved for issuance as options from 11,025,366 to 14,884,138; and
• approving a special resolution to repeal any existing by-laws of the Company and confirming new By-law No. 1.

The resolutions voted on at the Meeting are described in more detail in the Company's management information circular, dated March 3, 2025, available on the Company's SEDAR+ profile at www.sedarplus.ca.

Nyla Beth Gawel Brings Fortune 500 Expertise

Canstar is pleased to welcome Nyla Beth Gawel as a newly elected director to the Board. Ms. Gawel brings over 20 years of experience in strategic planning and execution across both the corporate and U.S. public sectors. She is the founder of NBG Strategy Consulting LLC, where she advises startups and Fortune-ranked companies on strategic management, market expansion, and operational effectiveness.

Ms. Gawel has held senior leadership positions at several Fortune 500 companies, including Booz Allen Hamilton (NYSE: BAH) as Vice President, SAIC (NYSE: SAIC) as Senior Vice President of Corporate Strategy, and Verizon (NYSE: VZ) as Director of Public Sector Strategy. Her expertise spans corporate strategy, M&A, investor relations, and growth in highly regulated industries, including telecommunications, aerospace, and defense.

She also serves on several nonprofit boards, including the Children's National Hospital Founders Auxiliary Board, the Red Cross of Northern Virginia (Vice President), and National Presbyterian Church (Elder). Ms. Gawel holds a B.S. in Foreign Service from Georgetown University and executive certificates from Yale and Duke. She lives in Bethesda, Maryland, with her family and their rescue dogs.

Robert Bruggeman Transitions to Advisory Board

As part of a planned transition, Mr. Robert Bruggeman did not stand for re-election to the Company's Board. We are pleased to announce that Mr. Bruggeman has joined the Company's Advisory Board, where his industry knowledge, insights and expertise will continue to inform strategy and execution. Canstar sincerely thanks Robert for his dedicated service and many contributions to the Company over the years, both as a former CEO and as a director. We deeply appreciate his commitment and leadership during his tenure and look forward to his continued involvement in an advisory capacity.

About Canstar Resources Inc.

Canstar Resources Inc. (TSXV: ROX) is an exploration company focused on critical minerals and gold. The Company's 100%-owned Golden Baie Project (501 km2) 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 (120.5 km2) are located within the world-class, past-producing VMS zinc-, copper-, and silver-rich Buchans Mining Camp and boast high-grade zinc and copper discoveries.

For further information, please contact:

Juan Carlos Giron, Jr.
President & Chief Executive Officer
Email: jc@canstarresources.com
Phone: (647) 557-3442
Website: www.canstarresources.com

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

This news release includes certain "forward-looking statements" that are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes," "anticipates," "expects," "estimates," "may," "could," "would," "will," or "plan." Since forward-looking statements are based on assumptions and address future events and conditions, they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company does not assure that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the Company's objectives, goals or plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, the timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, including but not limited to the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, and those risks set out in the Company's public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release. No assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249641

FAQ

What changes were approved at Canstar Resources (CSRNF) 2025 Annual General Meeting?

Shareholders approved expanding the board to 5 directors, elected new board members, reappointed MNP LLP as auditor, increased stock option shares to 14,884,138, and implemented new By-law No. 1.

Who is the new board member at Canstar Resources (CSRNF) and what experience does she bring?

Nyla Beth Gawel joins with 20+ years experience in strategic planning, having held senior positions at Fortune 500 companies including Booz Allen Hamilton, SAIC, and Verizon.

How many shares are now reserved for Canstar Resources' (CSRNF) stock option plan?

The maximum number of common shares reserved for stock options increased from 11,025,366 to 14,884,138 shares.

What happened to Robert Bruggeman's position at Canstar Resources (CSRNF)?

Robert Bruggeman, former CEO and director, did not seek re-election to the Board and has transitioned to the company's Advisory Board.