Mr. Matt Lewis reports

STEADRIGHT BINDS DEAL FOR HISTORIC POLYMETALLIC COPPER-LEAD-ZINC-SILVER-GOLD MINE IN MOROCCO

Steadright Critical Minerals Inc. signed a binding memorandum of understanding (MOU) on Dec. 5, 2025, with Ste Commerciale et Miniere du Sahara (CMS) that is the licence holder of an historic polymetallic copper-zinc-lead-silver-gold mine, known as the Goundafa mine.

After careful due diligence and further exploration work at the licensed Goundafa mine site, that is currently continuing, Steadright's board of directors has decided to proceed with a binding MOU agreement by providing a $500,000 (U.S.) non-refundable deposit, subject to the terms outlined in the binding MOU. This MOU provides up to 36 months in payments rather than the original nine-month MOU. Steadright can accelerate payments through cash or shares as further exploration warrants.

Steadright is currently in negotiations with two potential strategic partners with regard to the Goundafa historic mine.

The Goundafa project is within concession No. 55, with 1,600 hectares of a fully permitted licence. The claim is in the Goundafa area in south-central Morocco, within the county of Ijoukak, as outlined in press releases by Steadright on Oct. 21, 2025, and Oct. 28, 2025.

Terms of the binding MOU

Steadright can acquire up to 100 per cent of the sellers' corporation and all of the assets owned by the corporation (the CMS assets) by earning an equity stake with cash and/or share-based compensation and is an arm's-length transaction.

• 1-per-cent NSR (net smelter royalty) on all the exploration and exploitation mining licences;
• 5-percent cash or share finders' fee -- arm's length.

• $8-million (U.S.) in cash or shares equivalent or a combination with the following schedule:
  • $500,000 (U.S.) cash payment paid on Dec. 5, 2025;
  • $1-million (U.S.) on or before Dec. 28, 2026;
  • $750,000 (U.S.) on or before June 25, 2027;
  • $750,000 (U.S.) on or before Dec. 28, 2027;
  • $750,000 (U.S.) on or before June 26, 2028;
  • $4.25-million (U.S.) on or before Dec. 28, 2028.

All mining activities must be approved by parties and profits are shared on a 50/50 basis until completion of the final payments.

Private placement cancelled

The current private placement at 22 cents has been cancelled, due to material information. Funds submitted after the first tranche will be refunded from subscription agreements received.

Chief executive officer Matt Lewis states: "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."

About Steadright Critical Minerals Inc.

Steadright Critical Minerals is a mineral exploration company established in 2019. Steadright has been focused in 2025 on finding exploration projects that can be brought into production within the critical mineral space in the Kingdom of Morocco. Steadright currently has mineral exploration claims known as the Ram project near Port Cartier, Que., within the Cote-Nord region, which is accessible by Route 138, that is located on an Anorthositic complex that is in a highly prospective geological unit and historically been under explored for Ni (nickel), Cu (copper), Co (cobalt) and precious metals.

We seek Safe Harbor.