U.S. Critical to buy full ownership of McDermitt East

Executive Summary

• U.S. Critical Metals Corp. (USCM) and its subsidiary USEM amended their September 15, 2023 option agreement with Live Energy Minerals Corp. and Lithium Valley Holdings Corp., creating a clear path to acquire 100% ownership of the McDermitt East lithium project.
• The amendment outlines two cash/share payment tranches totaling $50,000 in cash plus up to 1,283,000 USCM common shares (valued at C$0.30 each) and an additional $500,000 payable in cash, shares, or a combination within 24 months.
• Upon completion, USCM will hold full ownership subject to a 2% net smelter return royalty (with an option to repurchase 1% for $1 million), strengthening its strategic position in two of the United States’ premier lithium districts.

Key Details

• Transaction Structure – Two‑step acquisition:
• Payment I (initial 50%):
  • $25,000 cash payable within 10 business days of amendment execution.
  • issuance of 1,283,000 USCM common shares to Live/LVH at a deemed value of C$0.30 per share, also payable within 10 business days.
• Payment II (final 50%):
  • $25,000 cash payable within six months of execution.
  • $500,000 payable in USCM common shares, cash, or a combination thereof at USCM/USEM’s election, due within 24 months of execution.
• Royalty Terms: 2% net smelter return (NSR) royalty to Live/LVH; USCM may repurchase 1% of the NSR for $1 million.
• Regulatory Condition: Amendment subject to approval by the Canadian Securities Exchange (CSE).
• Project Background: McDermitt East lies within the McDermitt Caldera, a lithium‑rich clay deposit formed from an ancient lake in an extinct super‑volcano; historic sampling returned up to 2,129 ppm Li.
• Strategic Context: Consolidates USCM’s presence alongside its 100% interest in the Clayton Ridge project (Nevada) and aligns with U.S. government initiatives to secure domestic critical mineral supply chains.
• Technical Validation: A NI 43‑101 technical report dated Dec 16, 2022 (prepared by John Michael William Collins, P.Geo.) confirms high lithium potential; reviewed by qualified person Robert J. Johansing, BSc, MSc.

Notable Quotes

“This transaction represents a significant milestone for USCM, as it provides a direct path to full ownership of McDermitt East, a highly strategic asset located in one of the most important lithium districts in the world.” – Darren Collins, CEO, U.S. Critical Metals Corp.