Steadright Titanbeach Titanium Project, Beach One Field Results; Closing of Private Placement

Executive Summary

• Steadright Critical Minerals Inc. announced assay results from beach sand sampling at its TitanBeach Titanium Project in Morocco, identifying high-grade iron and titanium oxide values (up to 79.5% Fe₂O₃ and 14.94% TiO₂).
• The Company closed the final tranche of a flow-through financing, raising $50,000 CAD, bringing total aggregate gross proceeds to $960,000 CAD.
• Steadright outlined plans to acquire an additional 5% interest in the project (up to 80% total) from Critical Foundation Metals Inc. (CFM) and NSM Capital Sarl for $350,000 USD plus equity, subject to a definitive agreement expected to be finalized in September 2025.

Key Details

• Exploration Results (TitanBeach Titanium Project, Beach One, Morocco):
  • Samples collected from surface beach sands via test pits (0.5 to 1.5 metre depth).
  • Highest recorded Fe₂O₃: 79.5% (Sample TB-17a).
  • Highest recorded TiO₂: 14.94% (Sample TB01).
  • Average Fe₂O₃ across samples: 48.6%.
  • Average TiO₂ across samples: 9.0%.
  • Mineralogical studies are ongoing to confirm species (ilmenite, titanomagnetite, magnetite, leucoxene, rutile).
  • Next steps include systematic hand auger sampling, test-pit programs, and mineralogical/metallurgical test work (XRD, gravity, magnetic, and electrostatic separation) to support a Preliminary Economic Assessment (PEA).
• Flow-Through Financing (Final Tranche):
  • Closed 500,000 Flow-Through Units (FT Units) at C$0.10 per unit.
  • Aggregate gross proceeds for this tranche: $50,000 CAD.
  • Total aggregate gross proceeds for the entire offering (including prior tranches): $960,000 CAD.
  • Each FT Unit consists of one common share and one common share purchase warrant.
  • Warrant terms: Each warrant allows acquisition of one common share at $0.15 per share for 24 months.
  • Use of proceeds: Eligible "Canadian exploration expenses" qualifying as flow-through critical mineral mining expenditures.
  • Regulatory hold period: 4 months and 1 day.
  • Finder’s commission: 8.0% cash commission ($2,400 CAD) and 8% broker warrant commission (24,000 warrants).
• M&A / Option Agreement Update:
  • Steadright holds a 75% interest in the TitanBeach Titanium Project via an agreement with Critical Foundation Metals Inc. (CFM) and NSM Capital Sarl.
  • Steadright has the option to acquire an additional 5% interest (reaching 80% total) by:
    • Entering into a definitive agreement with CFM and NSM Capital Sarl.
    • Purchasing outstanding shares of NSM Capital Sarl on or before September 30, 2025.
  • Consideration for the additional 5% interest: $350,000 USD and 9.5% of outstanding Steadright shares (including a 2.5% NSR in favor of NSM Capital Sarl shareholders).
  • Related party disclosure: CEO Matt Lewis holds an indirect interest in CFM; a consultant is related to CFM controlling shareholders. The transaction is exempt from formal valuation and minority shareholder approval under MI 61-101 as the value does not exceed 25% of market cap.
• Project Context:
  • NSM Capital Sarl controls 160 sq. km of exploration mineral claims in Southern Morocco.
  • Titanium Dioxide (TiO₂) is classified as a Critical and Strategic Mineral in the U.S., Canada, and Europe.

Notable Quotes

• Mr. Omar Guillou, P. Geo (Consultant): “Recent analysis results demonstrate the exceptional richness of the deposit in iron and titanium oxides. The data strengthens the potential for sustainable and competitive mining development. The team looks forward to optimizing these strategic resources essential to the critical minerals market.”
• Mr. Matt Lewis, CEO: “Steadright Critical Minerals is working flat out on our Moroccan opportunities and can’t be happier with our Moroccan friends and the mining environment the government has cultivated. We are dedicated to responsible mineral exploration and development, and prioritize strong environmental stewardship and community engagement. It’s key that we maintain sustainable practices that benefit both the local community and our stakeholders.”