Steadright Announces Update to Annual General and Special Meeting
October 24th, 2025 – Muskoka, Ontario – Steadright Critical Minerals Inc. (CSE:SCM) (“Steadright” or the “Company”) today provides additional information in regard to certain resolutions previously described in the Company’s management information circular (the “Circular”) for its upcoming annual general and special meeting of shareholders (the “Meeting”) scheduled for October 29, 2025. To allow shareholders sufficient time to consider the additional information contained in this news release prior to the proxy cut-off, the Company will waive proxy cut-off until the start of the Meeting.
At the Meeting, the Company is seeking shareholder approval for a resolution authorizing one or more non-brokered private placements of up to an aggregate of 200,000,000 units of the Company (the “Private Placement Resolution”), subject to the policies of the Canadian Securities Exchange (the “CSE”).
The Company is seeking shareholder approval for the Private Placement Resolution in order to maintain flexibility in its capital-raising strategy and ensure compliance with applicable CSE policies governing share issuances. The Company wishes to further clarify that, at this time, the Company has no plans to complete a private placement in reliance on the Private Placement Resolution.
Under Section 4.6(2)(a)(ii) of CSE Policy 4, an issuer is required to obtain shareholder approval where a proposed financing would result in the issuance of more than 100% of the Company’s issued and outstanding securities (on a non-diluted basis) or would otherwise materially affect control of an issuer. The intent of this provision is to ensure that significant dilutive transactions receive express shareholder support.
At the time of calling the Meeting, the Company’s management and board of directors
were considering a range of financing and strategic alternatives to advance the
Company’s mineral exploration assets and strengthen its balance sheet. The size and
structure of any financing had not yet been determined, and management wished to avoid
the delay and cost of convening a second shareholder meeting should investor demand
or transaction size ultimately exceed the 100% issuance threshold.
Accordingly, the board of the Company determined that seeking advance shareholder
authorization to issue up to an aggregate of 200,000,000 units would provide the
Company with sufficient flexibility to:
- pursue one or more non-brokered private placements in response to market
conditions; - pursue one or more non-brokered private placements to raise sufficient funds to
apply for an exploitation permit and environmental permit on the Company’s Titan
Beach project; - pursue one or more non-brokered private placements to raise sufficient funds to
finance the purchase of Polymetallic Copper-Lead-Zinc-Silver-Gold Goundafa
Mine in Morocco; - accommodate potential strategic investors or partners without exceeding CSE
share issuance limits; and - avoid repeated shareholder meetings for similar approvals, thereby allowing
management to act efficiently and opportunistically in securing financing.
Additionally, at the Meeting, the Company had intended to seek shareholder approval for
a resolution to authorizing the Company to complete one or more acquisitions where the
Company could issue up to an aggregate of 200,000,000 common shares, in compliance
with the policies of the CSE (the “Future Acquisition Resolution”).
The Company wishes to inform its shareholders that the Future Acquisition Resolution
will not be brought forward for a vote at the Meeting.
Following discussions with the CSE and a review of the applicable policies, the Company
determined that shareholder approval for the future acquisitions was not required at this
time. This approach allows the Company to advance its strategic initiatives more
efficiently while maintaining full compliance with applicable exchange policies and
securities laws. The directors have therefore determined that the Future Acquisition
Resolution is no longer necessary.
All other matters set out in the Company’s Circular will proceed at the Meeting as
disclosed, including the election of directors, the appointment of auditors, approval of the
Company’s rolling stock option and restricted share unit plans, and the Private Placement
Resolution.
ABOUT STEADRIGHT CRITICAL MINERALS INC.
Steadright Critical Minerals Inc. 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. Steadright is focused on near term
production in Morocco. Steadright currently is also renegotiating an option on the RAM
property near Port Cartier, Quebec within the Côte-Nord Region, which is accessible by
Route 138. The RAM project is comprised of over 11,000 acres and located on an
Anorthositic complex that is in a highly prospective geological unit and historically been
under explored for Ni, Cu, Co and precious metals.
ON BEHALF OF THE BOARD OF DIRECTORS
For further information, please contact:
Matt Lewis
CEO & Director
Steadright Critical Minerals Inc.
Email: [email protected]
Website: www.steadright.ca
Phone: 1-905-410-0587
Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services
Provider (as that term is defined in the policies of the CSE) accepts responsibility for
the adequacy or accuracy of this release.
Forward-looking information is subject to known and unknown risks, uncertainties and other
factors which may cause the actual results, level of activity, performance or achievements
of Steadright to be materially different from those expressed or implied by such forwardlooking information. Such risks and other factors may include, but are not limited to: there is
no certainty that the ongoing programs will result in significant or successful exploration and
development of Steadright’s properties; uncertainty as to the actual results of exploration
and development or operational activities; uncertainty as to the availability and terms of
future financing on acceptable terms; uncertainty as to timely availability of permits and
other governmental approvals; general business, economic, competitive, political and social
uncertainties; capital market conditions and market prices for securities, junior market
securities and mining exploration company securities; commodity prices; the actual results
of current exploration and development or operational activities; competition; changes in
project parameters as plans continue to be refined; accidents and other risks inherent in the
mining industry; lack of insurance; delay or failure to receive board or regulatory approvals;
changes in legislation, including environmental legislation or income tax legislation, affecting
Steadright; conclusions of economic evaluations; and lack of qualified, skilled labour or loss
of key individuals.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities in the United States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or
any state securities laws and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws, unless an exemption from such registration is available.