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

Mr. Darren Collins reports USCM AMENDS MCDERMITT EAST OPTION AGREEMENT TO PROVIDE FOR ACQUISITION OF 100% INTEREST IN THE PROJECT U.S. Critical Metals Corp., together with its wholly owned subsidiary U.S. Energy Metals Inc. (USEM), has entered into an amending agreement with Live Energy Minerals Corp. and Lithium Valley Holdings Corp. (LVH) to restructure the terms of the previously announced exploration and option to enter joint venture agreement dated Sept. 15, 2023 (see full press release). The amendment provides USCM with a clear path to acquire a 100-per-cent ownership interest in the McDermitt East lithium project, located in the McDermitt Caldera, one of the largest lithium districts in North America. The McDermitt Caldera is anchored by the Thacker Pass project, currently being constructed by Lithium Americas. The United States government recently acquired an equity stake in Lithium Americas and released the first tranche of a project construction loan. This support is consistent with broader government funding initiatives across the critical minerals sector, including the investment in MP Materials' Mountain Pass rare-earth mine. By moving forward with consolidating 100-per-cent ownership of McDermitt East, U.S. Critical Metals expects to strengthen its position as a North American-focused critical minerals company, advancing assets aligned with U.S. government priorities to reduce reliance on Chinese-controlled supply chains. U.S. Critical Metals previously reported sampling results of up to 2,129 parts per million lithium at McDermitt East, underscoring the project's potential as part of a strategically vital U.S. lithium district. Management commentary Darren Collins, chief executive officer of U.S. Critical Metals, commented: "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. Consolidating our position reinforces our commitment to building a portfolio of projects that directly support U.S. supply chains and critical mineral independence. USCM now controls strategic footholds in the two preeminent lithium districts in the U.S., including the McDermitt and Clayton Valley through its 100-per-cent interest in the Clayton Ridge lithium project." Transaction terms Under the amendment, U.S. Critical Metals/USEM will acquire 100-per-cent interest in the project by making the following payments to Live: Payment I (initial 50-per-cent interest): $25,000 cash, payable within 10 business days of execution of the amendment; 1,283,000 common shares of U.S. Critical Metals issued to Live/LVH within 10 business days of execution at a deemed value of 30 cents. Payment II (final 50-per-cent interest): $25,000 cash within six months of execution of the amendment; $500,000, payable in U.S. Critical Metals common shares, cash or a combination thereof, at U.S. Critical Metals/USEM's election within 24 months of execution of the amendment. The remaining terms of the original agreement remain unchanged. Upon completion of the noted payments, U.S. Critical Metals/USEM will have earned a 100-per-cent interest in McDermitt East, subject to a 2-per-cent net smelter return (NSR) royalty in favor of Live/LEM. U.S. Critical Metals/USEM may repurchase 1 per cent of the NSR for $1-million. The amendment remains subject to approval of the Canadian Securities Exchange (the CSE). Project information The project is located within the McDermitt Caldera, an extinct 40-by-30-kilometre super-volcano formed approximately 16.3 million years ago (Ma) as part of a hotspot currently underneath the Yellowstone Plateau. Following an initial eruption and concurrent collapse of the McDermitt Caldera, a large lake formed in the caldera basin. This lake water was extremely enriched in lithium and resulted in the accumulation of lithium-rich clays. Late volcanic activity uplifted the caldera, draining the lake and bringing the lithium-rich moat sediments to the surface resulting in the near-surface lithium present on the project. The McDermitt Caldera is potentially one of the largest sources of lithium clays in the world and hosts some of the largest lithium deposits in the United States including the Tacker Pass project in the south portion of the Caldera. Live completed a technical report in accordance with National Instrument 43-101 on the project entitled "43-101 Technical Report on McDermitt Lithium East Property," prepared by John Michael William Collins, PGeo, effective date Dec. 16, 2022, which indicates high potential for the project to host large amounts of lithium-bearing sediments. The technical report can be found under Live's SEDAR+ profile. Qualified person The scientific and technical information contained in this news release has been reviewed and approved by Robert J. Johansing, BSC, geology, MSc, economic geology, who is a qualified person as defined in National Instrument 43-101. Mr. Johansing is a consultant of the company. About U.S. Critical Metals Corp. U.S. Critical Metals is focused on mining projects that will further secure the U.S. supply of critical metals and rare-earth elements, which are essential to fuelling the new age economy. Pursuant to option agreements with private Canadian and American companies, U.S. Critical Metals' assets consist of three agreements, each providing U.S. Critical Metals with the right to acquire interests in four discovery-focused projects in the United States. These projects include the Clayton Ridge lithium property located in Nevada, the Haynes cobalt property located in Idaho, the Sheep Creek located in Montana and Lemhi Pass located in Idaho. A significant percentage of the world's critical metal and rare-earth supply comes from nations with interests that are contrary to those of the U.S. U.S. Critical Metals intends to explore and develop critical metals and rare-earth assets with near- and long-term strategic value to the advancement of U.S. interests. We seek Safe Harbor.