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Morocco Strategic Minerals Corporation (TSXV: MCC) ("MCC" or the "Corporation") is pleased to announce that it has entered on September 2, 2026 into a revised property purchase and option agreement (the "Agreement") with Visible Gold Mines Inc. (TSXV: VGD) ("Visible Gold") pursuant to which Visible Gold acquired a 51% interest in the Sakami Property ("Sakami" or the "Property") and was granted an exclusive option to acquire the 49% remaining interest therein subject to the receipt of the Corporation's shareholders approval (the "Transaction"). The Agreement revises the initial agreement previously announced on May 26, 2026, to provide for completion of the Transaction in two closings. The Property is located in the James Bay region of Québec.
The Transaction is consistent with the Corporation's strategy to streamline its portfolio and focus capital and management resources on its Moroccan exploration assets, while allowing Sakami to be advanced by a Québec-focused exploration company.
Terms of the Agreement
Pursuant to the Agreement, at the first closing (the "First Closing"), MCC sold to Visible Gold an undivided 51% right, title and interest in and to the Property, in consideration for the issuance by Visible Gold to MCC of 1,000,000 common shares of Visible Gold ("Consideration Shares"). The First Closing occurred concurrently with the execution and delivery of the Agreement on September 2nd, 2026.
Subject to and upon receipt of MCC's shareholder approval of the Agreement, which the Corporation expects to receive at its next shareholder meeting in December 2026, Visible Gold will exercise its exclusive right and option to acquire the remaining 49% right, title and interest in and to the Property. As consideration for this remaining 49% interest in the Property, Visible Gold will issue to MCC 3,000,000 additional Consideration Shares and will grant MCC a 1% NSR royalty on the Property (the "NSR"), which may be repurchased by Visible Gold for $1 million (the "Second Closing", and together with the First Closing, the "Closing").
The Consideration Shares will be subject to a statutory four-month and one day resale restriction period under Canadian securities legislation, and a voluntary three-year resale restriction, with 400,000 Consideration Shares to be released four months following the First Closing, 600,000 Consideration Shares to be released on the first anniversary of the First Closing, 600,000 Consideration Shares to be released on the first anniversary of the Second Closing, and 1,200,000 Consideration Shares to be released on each of the second and third anniversaries of the Second Closing.
Eskar Capital Corporation, an arm's length party to each of the Corporation and Visible Gold, acted as finder in connection with the Transaction and will receive a cash finder's fee payable in two instalments, with the first instalment payable on the First Closing and the second instalment payable on the Second Closing. The finder's fee represents an amount equal to 4% of the Transaction value, including the value of the NSR.
Completion of the Transaction remains subject to customary closing conditions, including final acceptance of the TSX Venture Exchange (the "TSXV").
About the Sakami Property
The Sakami Property comprises 475 claims covering approximately 250 km² and is located along the contact between the Opinaca and La Grande subprovinces in the James Bay region of Québec. Historical exploration completed on the Property includes geophysical surveys, trenching, channel sampling and limited drilling campaigns.
About Visible Gold Mines Inc.
Visible Gold Mines (TSXV: VGD,OTC:VGMIF) is a mining exploration company focused on acquiring, exploring and developing gold projects in the prolific Abitibi Gold Belt and the James Bay region in the province of Québec.
About Morocco Strategic Minerals Corp.
Morocco Strategic Minerals Corp. is a Canadian mineral exploration company focused on the acquisition, exploration, and, if warranted, development of natural resource properties of merit in Canada and Morocco.
Contact Information
Pierre-Olivier Goulet
President and Chief Executive Officer
Telephone : 579-476-7000
Courriel : info@moroccosm.com
Forward-Looking Statements and Disclaimer
Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the ability of the parties to complete the Transaction on the terms described herein; the satisfaction of customary closing conditions (including receipt of shareholder approval with respect to the Transaction and final acceptance of the TSX Venture Exchange, as applicable); the timing and anticipated outcome of the Corporation's next shareholder meeting; the timing and completion of the Second Closing; the payment of any finder's fee; and the Corporation's plans, objectives and expectations with respect to its Moroccan assets. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "believes", "intends", "may", "will" or variations of such words and phrases, or statements that certain actions, events or results "will", "may", "could" or "should" occur. Forward-looking information is based on the Corporation's estimates and assumptions as of the date of this release and is subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. Readers should not place undue reliance on forward-looking information. The Corporation undertakes no obligation to update or revise such information except as required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
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