Steadright Signs MOU for Historic Polymetallic Copper-Lead-Zinc-Silver-Gold Goundafa Mine in Morocco

Executive Summary

• Steadright Critical Minerals Inc. has signed a Memorandum of Understanding (MOU) with Ste Commerciale et Minière du Sahara (CMS) to potentially acquire 100% of the Goundafa Mine project in Morocco.
• The Goundafa project is a historic polymetallic mine (Zinc, Lead, Silver, Copper, Gold) with a fully permitted Mining and Environmental Production License covering 1,600 hectares.
• The transaction involves a $8 million USD cash payment for the license, up to 9% of Steadright’s outstanding shares, and a 1% Net Smelter Royalty (NSR), subject to a 3-month due diligence period.

Key Details

• Transaction Structure:
  • Type: Memorandum of Understanding (MOU) for potential acquisition.
  • Target: 100% interest in the Goundafa Project (Concession Number 55).
  • Counterparty: Ste Commerciale et Minière du Sahara (CMS).
  • Consideration:
    • $8,000,000 USD for the Mineral License (approved for Mining Production Operations).
    • Up to 9% of Steadright’s outstanding shares (number to be determined).
    • 1% Net Smelter Royalty (NSR).
  • Deposit: $500,000 USD non-refundable deposit required within the 3-month MOU period.
  • Due Diligence: 3-month period for Steadright to conduct due diligence.
  • Finder’s Fee: 5% finders’ fee on the purchase cash price upon a successful definitive agreement.
  • Third-Party Rights: Steadright retains the right to negotiate with third parties for partnership or rights to the historical mine site.
• Project Details (Goundafa Mine):
  • Location: Goundafa Area, South Central Morocco (County of Ijoukak, High Atlas Mountains).
  • Size: 1,600 hectares.
  • Status: Fully permitted Mining and Environmental Production License. Historic operations ceased in 1956.
  • Historical Production: 320,000 tons extracted between 1926 and 1956. In 1928, 2,000 tons produced at 22.13% Zn and 11.31% Pb.
  • 2022 Conceptual Resource Estimate (Non-NI 43-101):
    • Total Tonnage: Up to 6.62 million tons.
    • Grades: 2.1% Zn, 1.8% Pb, 1.5-2.1% Cu, and up to 3.5 g/t Au in select zones.
    • Accessibility: 1.7 million tons are directly accessible through historic multi-level works.
    • Depth Potential: Current estimate limited to 600 vertical meters; potential for extensions to 1,400 meters below surface. Lateral extensions of Veins IV, V, and VI identified but not included in volumetric estimate.
  • Mineralization: Steeply dipping mineralized veins containing Copper, Zinc, Gold, Lead, and Silver.
• Technical & Geological Context:
  • Report Source: 2022 technical report by Omar Guillou for CMS.
  • Geological Modeling: Dr. Abdelaziz El Hadi contributed conceptual geological modeling based on historical data (1985 BRPM report, underground sampling, surface trenching).
  • Qualified Person: Mr. Robert Palkovits, P. Geo, VP Exploration for Steadright, reviewed and approved the scientific and technical information.
  • Disclaimer: The 2022 estimate is not NI 43-101 compliant and is not a formal mineral resource. It relies on historical data with uncertain reliability due to lack of modern QA/QC. Confirmatory drilling and modern sampling are required to upgrade to current resources.

Notable Quotes

• Matt Lewis, CEO: “There is a lot of historical information that our Geological team is going through with regards to the due diligence. The historic mine works are very compelling to investigate further considering the potential in this friendly mining jurisdiction of Morocco. The fully permitted historic mining operation with two critical minerals is an ideal place to be while the world races to access and secure these ever-increasing value metals.”