Steadright Binds Deal for Historic Polymetallic Copper-Lead-Zinc-Silver-Gold Mine in Morocco

Executive Summary

• Steadright Critical Minerals signed a binding MOU with Ste Commerciale et Minière du Sahara (CMS) to acquire up to 100 % of CMS’s historic Goundafa polymetallic mine assets in Morocco.
• The agreement includes a $8 M USD total consideration payable over a 36‑month period, beginning with an immediate non‑refundable $500k deposit.
• A 1 % Net Smelter Royalty and a 5 % cash or share finder’s fee are also part of the deal; profits will be split 50/50 until final payments are made.

Key Details

• Deposit: $500,000 USD paid on December 5 2025 (non‑refundable).
• Payment Schedule (USD):
• $1,000,000 due ≤ Dec 28 2026
• $750,000 due ≤ Jun 25 2027
• $750,000 due ≤ Dec 28 2027
• $750,000 due ≤ Jun 26 2028
• $4,250,000 due ≤ Dec 28 2028
• Total Consideration: Up to $8,000,000 USD in cash and/or shares (or equivalent).
• Equity Acquisition: Steadright may acquire up to 100 % of CMS’s corporation and assets by meeting the payment schedule.
• Royalty & Finder’s Fee:
• 1 % Net Smelter Royalty on all exploration and exploitation licenses.
• 5 % cash or share finder’s fee, arm‑length.
• Profit Sharing: 50/50 split of mining profits until the final payment is completed.
• MOU Term Extension: Original 9‑month term extended to 36 months, providing a back‑loaded schedule and flexibility for accelerated payments via cash or shares.
• Strategic Partners: Steadright is negotiating with two potential strategic partners regarding the Goundafa Mine.
• Project Scope: Goundafa Project covers 1,600 ha within Concession No. 55, fully permitted in South‑Central Morocco (County of Ijoukak).
• Private Placement Cancellation: The ongoing private placement at $0.22 per share has been cancelled; any funds received after the first tranche will be refunded.

Notable Quotes

“The signing of a binding Memorandum of Understanding on the historic Goundafa Mine is a huge milestone for Steadright Critical Minerals. The duration of the MOU has increased from 9 months to 36 months, and it is now heavily back‑ended. This gives us the ability to do significant exploration, which should greatly increase the value of the project and substantially derisk it.” – Matt Lewis, CEO & Director