Canstar Executes LOI for $11.5M Strategic Investment to Advance Critical Metals Projects

Rhea-AI Summary

Canstar Resources (TSXV: ROX, OTC: CSRNF) has executed a Letter of Intent with VMS Mining for an $11.5M strategic exploration Joint Venture to accelerate discoveries at its polymetallic VMS assets in Newfoundland. The deal includes:

- Initial $500,000 investment in April 2025
- Phase 1: $1.5M investment for 10% JV interest
- Phase 2: Option for $4M investment to reach 40% ownership
- Phase 3: Option for $6M investment to reach 60% ownership

The JV covers the Buchans and Mary March projects, with exploration already underway at Buchans through Deep IP geophysics. Mary March's previous discovery showed impressive grades: 10.1% zinc, 0.64% copper, 1.8% lead, 4.2 g/t gold, and 122 g/t silver over 9.63 meters. The Golden Baie gold/antimony project remains 100% Canstar-owned and outside the JV scope.

Positive

• Non-dilutive $11.5M strategic investment secured for exploration
• Initial $500,000 investment expected in April 2025
• High-grade discovery at Mary March with significant mineral content
• Company maintains substantial interest with pro-rata rights after Phase 3
• Projects are adjacent to five high-grade VMS deposits with existing infrastructure

Negative

• Potential loss of up to 60% ownership in Buchans and Mary March projects if all phases executed

Toronto, Ontario--(Newsfile Corp. - April 22, 2025) - CANSTAR RESOURCES INC. (TSXV: ROX) (OTC Pink: CSRNF) executed a letter of intent ("LOI") with VMS Mining Corporation ("VMSC") establishing terms for an $11.5M exploration Joint Venture ("JV"), aiming to fast-track new, high-grade discoveries at the Company's polymetallic volcanogenic massive sulphide ("VMS") assets in Newfoundland.

Canstar expects to receive $500,000 as an initial investment in the JV in April 2025 and will work with VMSC to finalize the definitive agreement in May. The arm's length LOI was executed April 15^th.

• Dr. Harold Gibson, P.Geo., VP Exploration for VMSC, will lead the exploration and technical strategy
• Phase 1 investment of $1.5M (non-dilutive) allows VMSC to acquire a 10% interest in the JV projects for an implied post-money valuation of $15M
• Phase 2 and Phase 3 offer options for VMSC to increase ownership of the JV to 40% and 60% with subsequent investments of $4M and $6M, respectively
• Canstar will have pro-rata investment rights after the VMSC Phase 3 option, retaining the rights to a substantial interest in the JV projects
• Exploration at the Buchans project is underway with a previously announced Deep IP geophysics program
• The Mary March exploration program is expected to start in Spring 2025
• Canstar will continue to advance exploration at its 100%-owned Golden Baie gold/antimony project, which is not subject to the JV

This investment will accelerate exploration at the Buchans and Mary March projects, adjacent to five high grade VMS deposits. They are well-supported by infrastructure, feature multi-kilometre geophysical anomalies, and have high-grade discoveries—including the Mary March discovery hole grading 10.1% zinc, 0.64% copper, 1.8% lead, 4.2 g/t gold and 122 g/t silver over 9.63 meters.¹

Commenting on the announcement, Canstar's President & CEO, Juan Carlos Giron Jr., said, "This agreement with VMSC validates the geological potential of our assets and will deliver world-class expertise, an industry-leading track record and a fully-funded, non-dilutive exploration program while allowing Canstar to maintain a substantial commercial interest in the projects. We are thrilled to begin work with VMSC, and we believe there is no better partner for these projects."

About VMS Mining Corporation

Established to develop Tier 1 VMS deposits globally, VMS Mining Corporation is a technically driven private corporation. VMSC founders and directors have extensive financing, exploration, and development experience. Their management and board are comprised of founder and CEO Mr. Bernardo Álvarez Calderón (Director, Osisko Mining Inc. & O3 Mining Inc.), Mr. Patrick Anderson (Founder/CEO, Aurelian Resources Inc. & Dalradian Resources Inc.; Director, Osisko Mining Inc. & O3 Mining Inc.), Mr. John Burzynski (Chairman, O3 Mining Inc.; CEO/Director, Osisko Mining Inc.; Director, Osisko Gold Royalties Ltd.) and Mr. José Alberto Vizquerra Benavides (Founding Director, Osisko Mining Inc.; CEO/Director of O3 Mining Inc.). Collectively, Osisko Mining Inc., O3 Mining Inc., Aurelian Resources Inc., and Dalradian Resources Inc. were acquired in transactions totalling over $4.1 billion.

Dr. Harold Gibson, VMSC's VP-Exploration, is widely recognized as a leading global authority on VMS deposits, bringing 40+ years of VMS expertise. He has published more than 100 peer-reviewed publications. He is the recipient of the William Harvey Gross Award, the Duncan R. Derry Medal from the Mineral Deposits Division of the Geological Association of Canada, the Barlow Memorial Medal, the Julian Boldy Memorial Award from the Canadian Institute of Mining and Metallurgy, and the Research Excellence Award from Laurentian University. Dr. Gibson was the Director of the Mineral Exploration Research Centre (MERC) and the Scientific Lead and Founding Director of the Metal Earth Research Project—Canada's unprecedented $104 million public-private mineral exploration research initiative.

Additional Information on Canstar's Buchans and Mary March Projects

Canstar's Buchans and Mary March Projects are located in the Buchans-Roberts Arms Belt of west-central Newfoundland, Canada. Recognized as one of the highest-grade VMS systems in history, Buchans was mined by ASARCO from the 1920s to the 1980s. Five deposits yielded 16.2 million tonnes with average mill head grades of 14.51% zinc, 7.56% lead, 1.33% copper, 122 g/t silver, and 1.37 g/t gold.²

Canstar's Buchans Project sits immediately adjacent to the historic Buchans mines. New 3D geological modelling (2024) by Canstar indicates that the Buchans River Formation, the geological host unit for all five historic Buchans Mine deposits, underlies Canstar's entire Buchans property at depth. The formation plunges from the historically mined deposits towards Canstar's adjacent Buchans-area claims.

A SkyTEM time-domain electromagnetic survey in 2017 identified several multi-kilometre geophysical anomalies within Canstar's Buchans claims. The anomalism coincides with an area of low magnetism, indicating a potential alteration zone. A historic drillhole from the 1970s—located within one of these anomalies—intersected what was described as "stockwork style" mineralization. Stockwork zones typically exhibit a geophysical signature characterized by low magnetism, variable (generally poor to moderate) electrical conductivity, and good chargeability. These characteristics are similar to the geophysical attributes of the stockwork zones of the historic Buchans deposits, suggesting the potential discovery of stockwork and alteration zones associated with Buchans-style VMS deposits.

Canstar's Mary March project—25km from the historic Buchans mines—hosts a large mineralizing system with alteration zones similar in scale to those at Buchans and high-grade massive sulphides. Historic drilling intersected a faulted-off massive sulphide lens 9.63 m thick, assaying 0.64% Cu, 1.8% Pb, 10.1% Zn, 4.2 g/t Au, 122 g/t Ag.¹ Canstar trenching in 2019 identified Buchans-style debris flow deposits with massive sulphide clasts, which assayed up to 5.7% Cu, 1.6% Pb, 1.8% Zn, 29.4 g/t Ag, 1.2 g/t Au.

(1) Reported by Phelps Dodge in 1999 (historic unverified assays)

(2) Historical production source: Zinc and Lead, Mineral Commodities of Newfoundland and Labrador, Geological Survey of Newfoundland and Labrador, Compiled by R.J. Wardle, 2008

Qualified Person Statement

Bob Patey B.Sc. (Hons), Vice President for Exploration for Canstar and a Qualified Person as defined in NI 43-101, has prepared 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 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/249335

FAQ

What is the value and structure of CSRNF's new joint venture agreement?

The joint venture is worth $11.5M, structured in three phases: Phase 1 ($1.5M for 10% interest), Phase 2 ($4M for 40%), and Phase 3 ($6M for 60%), with an initial $500,000 investment in April 2025.

What were the mineral grades in CSRNF's Mary March discovery hole?

The Mary March discovery hole showed grades of 10.1% zinc, 0.64% copper, 1.8% lead, 4.2 g/t gold, and 122 g/t silver over 9.63 meters.

Which Canstar Resources (CSRNF) projects are included in the VMS Mining joint venture?

The joint venture includes the Buchans and Mary March polymetallic VMS projects, while the Golden Baie gold/antimony project remains 100% owned by Canstar.

When will CSRNF begin exploration at the Mary March project?

The Mary March exploration program is expected to start in Spring 2025.

How much initial investment will CSRNF receive in April 2025?

Canstar Resources is expected to receive an initial investment of $500,000 in April 2025.