Cullinan Metals Announces Private Placement of Flow-Through Units

Vancouver, B.C., June 7, 2023 – Cullinan Metals Corp. (CSE: CMT)(OTCQB: CMTNF) ("Cullinan" or the “Company”) is pleased to announce a non-brokered private placement of up to 625,000  flow-through Units (“FT Units”) at a price of $0.40 per flow-through Unit for gross proceeds of up to $250,000 (the “FT Offering“).

Each FT Unit will be comprised of (a) one (1) “flowthrough” common share (each, a “FT Share”) that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Act”); and (b) one-half of one transferrable “non-flow-through” common share purchase warrant (each whole warrant, a “NFT Warrant”) exercisable for one non-flow-through common share(each, a “NFT Share”) a price of $0.60 per NFT Share for a period of two(2) years from the closing date of the Offering.

In the event that the Shares trade at a price of$1.00 and above for ten (10) consecutive trading days, the Company may, at its option, accelerate the NFT Warrant expiry date by providing notice (the “Acceleration Notice”) to the NFT Warrant holders by way of a news release that the NFT Warrants will expire on the 30th day from the date of the Acceleration Notice.

The FT Shares will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada)(the “Act”). The gross proceeds from the issuance of the FT Units will be used to incur “Canadian exploration expenses” and will qualify as “flow-through mining expenditures” as defined under subsection 127(9) of Act (the "Qualifying Expenditures"). The Company will renounce the Qualifying Expenditures to the subscribers with an effective date of no later than December 31, 2023, and as required under the Act.

Finders’ fees may be paid in accordance with policies of the Canadian Securities Exchange (the “Exchange”).All securities to be issued under the Offering will be subject to a hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Exchange. There can be no assurance that the Offering will be completed, whether in whole or in part.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended(the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

On Behalf of the Board,
‍CULLINAN METALS CORP.
‍Marc Enright-Morin
CEO, Director
(604) 669-9788

About Cullinan Metals Corp.

Cullinan Metals Corp.is a Canadian mining and exploration company focused on the development of energy metals. Cullinan is focused on key energy resources such as the development of copper, graphite and lithium assets around the world.

Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy of accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contain herein.

Forward-Looking Statements

Forward-looking statements in this news release may include, but are not limited to, statements relating to those in respect of the proposed FT Offering, including the size, pricing and timing thereof, the type of securities being offered there under, the investors participating therein, the intended use of proceeds therefrom, the tax treatment of the securities to be issued under the FT Offering pursuant to the Act and Taxation Act (Quebec),  the timing to renounce all Qualifying Expenditures in favour of the subscribers (if at all), and the conditions and approvals required and applications being filed in connection therewith. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Certain of these risks are set out in more detail in the Company's Annual Information Form for the financial year ended September 30, 2022, dated as of January 17, 2023 which has been filed on SEDAR and can be accessed at www.sedar.com. The forward-looking statements contained in this news release are made as of the date hereof, and except as may be required by applicable securities laws, the Company assumes no obligation or intent to update publicly or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.