Live Energy amends terms of McDermitt East agreement

On October 17, 2025, Live Energy Minerals (LIVE) announced it has amended its September 2023 agreement with US Critical Metals (USCM) for the McDermitt East Lithium Project. The original joint venture/earn-in structure has been replaced with an outright sale of 100% of the project to USCM.

The total consideration for the 100% interest is: * Upfront: C$25,000 cash and 1,283,000 common shares of USCM. * Deferred: C$25,000 cash within six months. * Deferred: C$500,000, payable in cash or USCM shares at USCM's discretion, within 24 months.

LIVE will retain a 2% Net Smelter Returns (NSR) royalty on the project. USCM has the option to purchase 1% of this royalty (reducing it to 1%) for C$1,000,000.

Separately, LIVE also announced it had received 167,000 USCM shares (at a deemed price of C$0.30 per share) in exchange for granting USCM a six-month extension on exploration payment obligations from the original agreement.

Prior to this, on October 13, 2025, the company granted 1,800,000 stock options to directors and consultants with a five-year term and an exercise price of C$0.11, vesting immediately.

The news of the amended agreement is materially negative. While presented as a simple restructuring, it signals a strategic failure and capitulation on what was presumably a core asset.

1. Shift from Partner to Seller: The company is abandoning the exploration upside of the McDermitt East project. A joint venture implies shared risk and reward, with the potential for significant value creation if the project is successful. By selling the asset entirely, LIVE forgoes this potential for a fixed, albeit staged, payment and a royalty. This move suggests a lack of confidence in the project or, more likely, an inability for either party to fund the original agreement.

2. Partner's Financial Weakness: The most significant red flag is that USCM required a six-month extension on exploration payments, for which LIVE was compensated in shares. This strongly indicates USCM is financially distressed and was unable to meet its obligations under the original deal. This transforms the new agreement from a strategic transaction into a salvage operation. LIVE is taking what it can get from a struggling partner.

3. Quality of Consideration: A large portion of the payment is in USCM shares. The value of these shares is highly questionable given USCM's apparent difficulty in funding its operations. This introduces significant counterparty risk. Furthermore, there is a high risk that the deferred C$500,000 payment (due in 24 months) may never materialize if USCM's financial situation worsens. The optionality for USCM to pay in shares further reduces the quality of this deferred payment.

4. Implied Valuation: The deal places a low value on the project. The upfront consideration is C$25,000 cash and shares of a distressed company. This is not a vote of confidence in the asset's potential.

The stock option grant at C$0.11—the 52-week low—is also negative. It is immediately dilutive and suggests that management does not anticipate a significant share price recovery in the near future. Granting options at historical lows provides maximum leverage for insiders at the expense of existing shareholders.

In essence, LIVE has swapped its flagship exploration project for a small amount of cash, a highly speculative equity position in a struggling peer, and a long-shot royalty. The company's future is now uncertain, as its primary strategic asset is gone.

Live Energy Minerals Corp. is a junior mineral exploration company. Its flagship asset was the McDermitt East Lithium Project, which it has now agreed to sell entirely to US Critical Metals Corp. The company's ongoing projects and future strategy are now unclear following this divestiture.