Natbridge enters LOI to acquire three Cahuilla parcels

Executive Summary

• Natbridge Resources Ltd. entered into a binding letter of intent (LOI) with Teras Resources Ltd. USA to acquire three additional deeded parcels of land within the Cahuilla gold project in Imperial County, California.
• The acquisition builds upon a previous mineral rights purchase agreement from October 21, 2025, aiming to consolidate deeded mineral interests within the project area.
• The purchase price is contingent upon a National Instrument 43-101 compliant technical report, which is currently being prepared by Capps Geoscience LLC to satisfy regulatory requirements under a cease trade order.

Key Details

• Transaction Structure: Binding Letter of Intent (LOI) for the acquisition of three additional deeded parcels.
• Counterparty: Teras Resources Ltd. USA.
• Asset Location: Cahuilla gold project, Imperial County, California.
• Purchase Price Mechanism: The price is premised on the previously announced Phase 1 acquisition of parcels 45 and 46. It will be determined by reference to the gold resource estimate contained in a NI 43-101 compliant technical report covering the subsurface mineral rights of the new parcels.
• Regulatory Context: The technical report is required by the B.C. Securities Commission (BCSC). It was contracted to Capps Geoscience LLC following a shareholder update on Dec. 9, 2025. The report must be submitted to the BCSC for review and filed on SEDAR+ to comply with a cease trade order issued on Dec. 4, 2025.
• Closing Conditions: Subject to customary conditions, satisfactory due diligence, receipt of regulatory approvals, and compliance with legal requirements.
• Strategic Rationale: Consolidation of deeded mineral interests to strengthen Natbridge's position at the Cahuilla project and support its role in the NatGold Digital tokenization ecosystem.

Notable Quotes

• Steve Moses, CEO of Natbridge Resources: "We are excited to take this next step with Teras and further strengthen our position at the Cahuilla gold project with the addition of these three parcels... This LOI reflects our commitment to disciplined growth, the continued consolidation of deeded mineral interests at Cahuilla and our ongoing collaboration with Teras."
• Joseph Carrabba, CEO of Teras Resources: "We are pleased to be moving forward with Natbridge on this important transaction. The entry into this LOI demonstrates the constructive relationship between our teams and our shared vision for the future development of the Cahuilla gold project."