USCM Amends McDermitt East Option Agreement to Provide for Acquisition of 100% Interest in the Project

Executive Summary

• US Critical Metals Corp. (USCM) and its subsidiary US Energy Metals Inc. entered into an amendment that will give USCM full (100%) ownership of the McDermitt East Lithium Project in Nevada’s McDermitt Caldera.
• The transaction is structured as two cash payments (C$25,000 each) plus issuance of 1,283,000 USCM common shares at a deemed value of $0.30 per share, and an additional C$500,000 payable in cash, shares or a mix within 24 months.
• Upon completion, USCM will hold the project subject to a 2% Net Smelter Return royalty (with an option to repurchase 1% for CAD 1 million) and must obtain CSE approval.

Key Details

• Parties: US Critical Metals Corp. (USCM) & wholly‑owned subsidiary US Energy Metals Inc. (USEM); Live Energy Minerals Corp. (LIVE); Lithium Valley Holdings Corp. (LVH).
• Project Acquired: McDermitt East Lithium Project, located in the McDermitt Caldera – a major lithium‑rich sedimentary deposit in North America.
• Transaction Structure:
• Payment I (Initial 50%): C$25,000 cash + 1,283,000 USCM common shares (deemed $0.30/share) payable within 10 business days of amendment execution.
• Payment II (Final 50%): C$25,000 cash payable within six months; plus C$500,000 payable in cash, USCM common shares, or a combination thereof at USCM/USEM’s election within 24 months.
• Royalty Terms: 2% Net Smelter Return (NSR) royalty to LIVE/LVH; USCM may repurchase 1% of the NSR for CAD 1,000,000.
• Regulatory Condition: Amendment subject to approval by the Canadian Securities Exchange (CSE).
• Historical Sampling Result: Up to 2,129 ppm lithium previously reported from McDermitt East.
• Strategic Rationale: Full ownership aligns USCM with U.S. government priorities to secure domestic critical‑metal supply chains and reduces reliance on Chinese sources.
• Technical Report Reference: NI 43‑101 Technical Report (effective Dec 16 2022) prepared by John Michael William Collins, P.Geo., confirming high lithium potential.

Notable Quotes

“This transaction represents a significant milestone for USCM… consolidating our position reinforces our commitment to building a portfolio of projects that directly support U.S. supply chains and critical mineral independence.” – Darren Collins, CEO, US Critical Metals Corp.