Steadright signs definitive deal for TitanBeach project

Executive Summary

• Steadright Critical Minerals Inc. has entered into a definitive purchase agreement to acquire a 75% interest in the TitanBeach titanium project in Morocco from Critical Foundation Metals Inc. (CFM) and NSM Capital Sarl, with the option to earn an additional 5% to reach 80% ownership.
• The transaction involves significant consideration, including cash payments, share issuances, and a net smelter royalty, while also triggering related party disclosure requirements due to the CEO's indirect interest in CFM.
• Concurrent with the acquisition, Steadright is expanding its Preliminary Economic Assessment (PEA) to include additional exploration licenses and is preparing to submit a mining permit application shortly.

Key Details

• Transaction Structure: Steadright acquires 75% of NSM Capital Sarl (owner of the TitanBeach project). It can earn an additional 5% interest by paying CFM $1 million (CAD).
• Consideration Paid/To Be Paid:
  • NSM Capital Shareholders: Receive a 2.5% Net Smelter Royalty (NSR), 3.85 million shares of Steadright at $0.14 per share, and a $350,000 (USD) payment already made.
  • CFM: Received 25% of NSM Capital for a value of $122,000 (CAD).
  • Steadright Responsibilities: Responsible for the first $1 million (CAD) of production facility costs and exploration.
• Project Status & Exploration:
  • Steadright is expanding the Preliminary Economic Assessment (PEA) prepared by ABG Exploration Inc. to incorporate more of the TitanBeach Titanium Beach One exploration licence and a contiguous claim.
  • Recent PEA results (Sept 16, 2025) identified heavy mineral beach sand samples containing ilmenite, titanomagnetite, magnetite, leucoxene, and rutile.
  • Assay highlights include Fe2O3 values up to 79.5% and TiO2 as high as 14.9%.
• Regulatory & Permitting: A comprehensive mining and environmental protection plan is nearly complete, with a mining permit application expected to be submitted shortly.
• Related Party Disclosure: The transaction is classified as a related party transaction under Multilateral Instrument 61-101. The CEO holds an approximate 7.45% indirect interest in CFM. The company is relying on exemptions from formal valuation and minority shareholder approval requirements as the fair market value of the consideration involving related parties does not exceed 25% of the company's market capitalization.
• Qualified Person: Robert Palkovits, PGeo, reviewed and approved the scientific and technical information.

Notable Quotes

• "Steadright Critical Minerals is steadfast in the following of its 'North Star,' the pursuit of a sustainable and rapidly growing business. The purchase of NSM Capital Sarl is huge for us, as is the expanded PEA and fast-coming mine permitting application. We are devoted to our shareholders and to Morocco, an absolutely top-notch country for mining exploration and production." — Matt Lewis, CEO