Steadright signs deal to acquire Goundafa mine

Executive Summary

• Steadright Critical Minerals Inc. signed a binding Memorandum of Understanding (MOU) with Ste Commerciale et Miniere du Sahara (CMS) to acquire up to 100% of the assets associated with the historic Goundafa polymetallic mine in Morocco.
• The transaction involves a total earn-in value of $8 million USD, payable via cash and/or shares over a 36-month period, with an initial $500,000 USD non-refundable deposit paid on December 5, 2025.
• Concurrently, Steadright cancelled its ongoing private placement at 22 cents per unit due to the material nature of this acquisition announcement, with refunds to be issued for funds submitted after the first tranche.

Key Details

• Target Asset: Goundafa mine, a historic polymetallic copper-lead-zinc-silver-gold mine located in south-central Morocco (Ijoukak county).
• License Details: Concession No. 55, comprising 1,600 hectares of fully permitted license.
• Transaction Structure: Arm's-length transaction to acquire up to 100% of the seller's corporation and all CMS assets.
• Earn-In Schedule ($8 Million USD Total):
  • $500,000 USD: Paid Dec. 5, 2025 (Non-refundable deposit).
  • $1,000,000 USD: On or before Dec. 28, 2026.
  • $750,000 USD: On or before June 25, 2027.
  • $750,000 USD: On or before Dec. 28, 2027.
  • $750,000 USD: On or before June 26, 2028.
  • $4,250,000 USD: On or before Dec. 28, 2028.
• Payment Method: Cash, shares, or a combination thereof; Steadright may accelerate payments through cash or shares as exploration warrants.
• Royalties and Fees:
  • 1% Net Smelter Royalty (NSR) on all exploration and exploitation mining licenses.
  • 5% cash or share finders' fee.
• Operational Terms: All mining activities require party approval; profits are shared 50/50 until the completion of final payments.
• Strategic Partnerships: Steadright is currently negotiating with two potential strategic partners regarding the Goundafa historic mine.
• Private Placement Update: The current private placement at 22 cents was cancelled due to material information (the MOU). Funds submitted after the first tranche will be refunded from subscription agreements received.

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 nine 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. Boots have been on the ground since June." — Matt Lewis, Chief Executive Officer