Natbridge to acquire Cahuilla Au project in California

Executive Summary

• Natbridge Resources Ltd. has entered into a definitive agreement to acquire 100% of the subsurface mineral rights for Phase 1 of the Cahuilla Gold Project in Imperial County, California, from Teras Resources Ltd.
• The transaction involves total consideration of approximately $2.75 million USD, structured with an initial payment already made, a second payment due within two months, and a final payment contingent upon NatGold Digital Ltd.'s first token sale.
• The acquired Phase 1 resources consist of approximately 12.29 million tonnes containing 122,211 ounces of indicated gold at a 0.005 oz/t cut-off grade, based on a NI 43-101 technical report.

Key Details

• Transaction Structure: Definitive mineral rights purchase agreement signed October 18, 2025.
• Asset Acquired: 100% of subsurface mineral rights for land parcels 45 and 46 of the Cahuilla property.
• Phase 1 Resource Details:
  • Tonnes: ~12,290,139 tonnes.
  • Indicated Gold: 122,211 ounces.
  • Cut-off Grade: 0.005 ounces per ton.
  • Source: Completed NI 43-101 technical report.
• Total Consideration: Approximately $2,750,000 USD.
• Payment Terms:
  • Initial Payment: $50,000 USD (previously paid).
  • Second Payment: $277,505.60 USD (payable within two months of execution).
  • Final Payment: $2,427,550.40 USD (payable within 30 calendar days of the first token sale by NatGold Digital Ltd., representing Phase 1 gold resources).
• Future Rights (Phase 2):
  • Natbridge is actively negotiating Phase 2 mineral rights with Teras.
  • Phase 2 Resource Estimate: ~50,702,466 tonnes containing ~496,535 ounces of indicated gold at a 0.005 oz/t cut-off.
  • Pricing: Intended to be on the same per-ounce basis as Phase 1.
  • Payment Terms: To be modified mutually, specifically regarding tokenization timelines and market demand.
• Future Rights (Phase 3): Lands held by Native American tribal nations; not yet formally considered but may be included in future discussions.
• Property Location: Northwestern Imperial County, California; consists of ~1,680 acres of patented claims.
• Total Project Resource (per March 2021 Technical Report): ~1,751,000 ounces of gold at a 0.005 oz/t cut-off grade.
• Closing Conditions: Subject to customary conditions, due diligence, regulatory approvals, and compliance with applicable requirements.

Notable Quotes

• Stephen Moses, CEO of Natbridge Resources: "The acquisition of the Cahuilla mineral rights reflects our disciplined approach to building value through the targeted acquisition of high-quality mineral resources... Cahuilla represents exactly the kind of opportunity we pursue -- an established and well-documented gold project that aligns with our focus on sound geology, measured growth and long-term value creation for our shareholders."
• Joseph Carrabba, CEO of Teras Resources: "We are very pleased to complete this agreement with Natbridge and view it as a strong step forward for both companies... Natbridge has demonstrated a clear and professional commitment to the Cahuilla project, and we look forward to continuing our collaboration as we work together toward completing the next phase of the transaction."