Mr. Matt Lewis reports

STEADRIGHT TO PURCHASE 50% INTEREST IN MOROCCAN SITE AND CRUSHING AND GRINDING EQUIPMENT COMPANY

As of June 27, Steadright Critical Minerals Inc. has entered into a share purchase agreement to acquire a 50-per-cent interest in a Moroccan company holding crushing, grinding and quarrying assets essential to Steadright's expanding operational footprint within the Kingdom of Morocco. This is a definitive agreement.

Steadright chief executive officer Matt Lewis stated: "I could not be happier. This purchase absolutely aligns with our business model of finding strong assets and moving them along as fast as possible.

"Having a quarry site speaks for itself, and its location and the crushing and grinding equipment are strategically located vis-a-vis a number of our land assets, making future processing options available with our own equipment and on the timelines of our choice.

"Bravo to our Moroccan friends and partners who have made this happen. We are very proud to be working alongside them."

Transaction parties:  Maghreb Atlas Trading Sarl and Mining & Research Company

Regarding:  share price for the common shares is valued at 20 cents, the quarry site, and crushing and grinding equipment

Transaction summary

The vendors collectively own 100 per cent of the quotas (parts sociales) of QSCG. Under the share purchase agreement:

• The vendors agree to sell, and Steadright agrees to purchase, 50 per cent of the quotas of QSCG.

Postclosing ownership structure:

• SCM -- 50 per cent;
• Maghreb Atlas Trading -- 25 per cent;
• Mining & Research -- 25 per cent.

Purchase price

The total consideration for the purchased quotas consists of:

• Five million common shares of Steadright at an acb of 20 cents issued to Maghreb Atlas Trading;
• Five million common shares of Steadright at an acb of 20 cents issued to Mining & Research;
• 700,000 euros payable to a lawyer trust account as a pass-through settlement.

The parties acknowledge that no vendor will hold more than 10 per cent of Steadright's issued and outstanding common shares after issuance.

Payment of the 700,000 euros will occur after completion of due diligence and valuation of the crushing equipment, grinding systems and land assets by Steadright.

Steadright shall have no obligation to perform operational work on QSCG assets for 12 months following closing.

Valuation and technical review

Steadright will complete a full valuation of QSCG's crushing, grinding and land assets prior to final payment. If material discrepancies are identified, Steadright may renegotiate or terminate the contract.

A preliminary technical report has already been prepared by KiProCon GmbH & Co. KG, a leading German engineering and industrial consulting firm.

Strategic operational benefits

Steadright may utilize QSCG's crushing and processing equipment for its mineral properties in Morocco, co-ordinated by the QSCG manager (Gerant). This supports Steadright's operational requirements during both the exploration and development phases of its corporate strategy.

Steadright also agrees to contribute up to $480,000 toward repairs, upgrades or rehabilitation of the equipment and site, subject to Steadright approval and not bound to any timeline.

Governance and shareholder agreement

A formal shareholder agreement is being finalized. Key governance terms include:

• The manager (Gerant) of QSCG will oversee day-to-day operations in Morocco.
• The following actions require 75-per-cent shareholder approval:
  • Capital increases or issuance of new quotas;
  • Appointment or removal of the manager;
  • Major asset sales;
  • Borrowing above a defined threshold;
  • Changes to business direction.

Steadright's investment is intended to support long-term strategic alignment, capital development and operational capacity of QSCG while strengthening Steadright's ability to advance its mineral claims and projects within Morocco.

About Steadright Critical Minerals Inc.

Steadright is a mineral exploration company established in 2019. Steadright has been focused on identifying exploration and historical mining projects that can be advanced toward production within the Moroccan critical mineral sector.

Steadright currently has exposure through its Moroccan entity, NSM Capital Sarl, with over 192 square kilometres of mineral exploration claims known as the TitanBeach titanium project, along with the Copper Valley project. Steadright also holds a binding memorandum of understanding for the historic Goundafa mine.

We seek Safe Harbor.