Mr. David Watkinson reports

AMERIWEST CRITICAL METALS ANNOUNCES CDN$2,000,000 NON-BROKERED PRIVATE PLACEMENT

Ameriwest Critical Metals Inc. intends to complete a proposed and non-brokered private placement of up to eight million units of the company at a subscription price of 25 cents per unit for gross proceeds of up to $2-million. Each unit will consist of one common share in the capital of the company and one non-transferable common share purchase warrant of the company, and each warrant will be exercisable to acquire one additional share of the company at an exercise price of 40 cents per warrant share for a period of 18 months from the closing of the private placement.

Ameriwest chief executive officer David Watkinson stated: "With the recent acquisition of the Bornite high-grade copper project in Oregon and our entry into rare earths through the Xeno property in British Columbia, Ameriwest has transitioned into a diversified critical metals company with a clear focus on assets in North American jurisdictions. The Bornite property, with its extensive historical drilling, prefeasibility work and environmental baseline studies, provides us with a well-defined starting point for modern exploration. Subject to completion of this private placement, we expect to be better positioned to deliver long-term value for our shareholders."

In connection with the private placement, the company may pay certain finders cash commissions equal to 8 per cent of the aggregate gross proceeds raised from those unit subscribers introduced by such finders to the company and/or issue to such finders such number of non-transferable share purchase warrants of the company equal to 8 per cent of the total number of units sold to such subscribers, with each such finder warrant being exercisable to acquire one additional share of the company at an exercise price of 25 cents per warrant share, for a period of 18 months from the closing of the private placement.

The company intends to use the proceeds raised from this private placement for exploration, general corporate and working capital purposes. The private placement may close in tranches, with the first tranche of the offering expected to close on or around Dec. 30, 2025. The private placement is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. All securities issued in connection with this private placement are subject to a statutory hold period of four months and one day pursuant to applicable securities laws.

Certain insiders of the company may acquire units in the private placement. Any participation by insiders in the private placement would constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units subscribed for by the insiders nor the consideration for the units paid by such insiders would exceed 25 per cent of the company's market capitalization.

About Ameriwest Critical Metals Inc.

Ameriwest Critical Metals is a diversified critical-metals-focused exploration company with mineral properties in Oregon, British Columbia, Nevada and Arizona. The company's near-term focus is the Bornite copper project in Oregon, a breccia-pipe copper-gold-silver system that has been the subject of extensive historical drilling, metallurgical test work, a prefeasibility study and environmental baseline programs. Ameriwest has acquired the historic core and data and intends to carry out modern 3-D modelling, verification work and confirmation drilling to assess the potential of the system. At Xeno, in Northern British Columbia, the company has an interest in a rare earth/yttrium project associated with alkaline intrusives and carbonatite-style mineralization. Its Thompson Valley and Railroad Valley projects provide lithium exposure through claystone and brine targets, respectively. Collectively, these projects give Ameriwest leverage to metals that are important to electrification, defence, infrastructure and data centre development. Ameriwest's strategy is to advance these assets through disciplined, staged exploration and technical evaluation.

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