Mr. Adrian Smith reports

LIVE ENTERS INTO AGREEMENT WITH US ENERGY METALS CORP. TO OPTION MCDERMITT LITHIUM EAST PROJECT

Live Energy Minerals Corp. has, along with its wholly owned subsidiary, Lithium Valley Holdings Corp. (LVH), entered into an exploration and option to enter joint venture agreement dated Sept. 14, 2023, with respect to the McDermitt Lithium East project located in Nevada (MLEP) with U.S. Critical Metals Corp. (USCM), a company listed on the Canadian Securities Exchange, and its wholly owned Nevada subsidiary, U.S. Energy Metals Corp. (USEM), to provide USCM with an option to acquire up to a 50-per-cent interest in the project and a further option to acquire an additional 25-per-cent interest for an aggregate total of 75-per-cent interest in the project.

Transaction highlights

Upon the earn-in right (as defined herein) being obtained by USEM, this transaction will position Live with exposure to USCM's portfolio of unique assets within the United States and its team to fast-track exploration efforts on the MLEP. Subject to completion of this transaction, USCM will have exposure to the two advanced lithium basins in the U.S. This includes the Clayton Valley, the only lithium-producing basin in the U.S., and the McDermitt basin, the first potential basin to produce lithium from clay in the U.S. MLEP is located east of Thacker Pass, which is the largest known lithium deposit in the U.S. and one of the largest in the world with 3.7 million tonnes of lithium carbonate equivalent at 3,160 parts per million lithium. As Thacker Pass advances toward production, USCM believes that a significant derisking and revaluation of lithium clay projects will occur.

USCM intends to immediately commence with the geologic mapping, geochemical sampling and permitting with the Bureau of Land Management to position the project as fully drill ready. Live's preliminary sampling program involved surface claystone (rock) from a historic, shallow trench (1,907 ppm Li) and two soil samples (30 and 32 ppm Li). Recognizing that the area is undersampled, the high lithium value is from intracaldera lake sediments along the margin of the McDermitt caldera. USCM will work closely with Live to further advance any and all activities leading to a maiden drill program.

The potential quantity and grade are conceptual in nature, as there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the target being delineated as a mineral resource.

Project overview

The project spans 6,508 acres of BLM claims and is located within the McDermitt caldera, an extinct 40-kilmetre-by-30-kilometre supervolcano formed approximately 16.3 million years ago (Ma) as part of a hot spot 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 U.S., including the Thacker Pass project in the southern portion of the caldera.

Live completed a technical report in accordance with National Instrument 43-101 on the project, entitled "[NI] 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 on SEDAR+.

Transaction terms

Pursuant to the terms of the option agreement, LVH has granted USEM an exclusive irrevocable right to prospect, explore for and develop minerals within the project, to earn and vest an undivided 50-per-cent interest in the project, and to form a joint venture for the management, operation and ownership of the project. As consideration for the earn-in right, USEM has agreed to incur an initial $1.5-million in exploration expenditures on or before the second anniversary of the date of the option agreement and an additional $3-million in exploration expenditures on or before the sixth anniversary of the option agreement, for a total of $4.5-million.

In addition to the exploration expenditures, USEM has agreed to make the following payments in cash and in common shares of USCM to LVH:

• Reimbursement of BLM fees for the property for the September, 2023, to August, 2024, period;
• Cash payments of $50,000 upon closing the option agreement;
• An issuance of shares having a value of $100,000 upon closing the option agreement;
• Cash payments of $100,000 within 10 business days after the second-year deadline, if USEM elects to continue the option agreement;
• An issuance of shares having a value of $200,000 within 10 business days after the second-year deadline, if USEM elects to continue the option agreement.

Following the completion of the earn-in obligation by USEM, a joint venture will be formed between the parties to advance the project, with each party having an initial interest of 50 per cent.

USEM will have the option to increase its participating interest in the JV by an additional 25 per cent to an aggregate participation right of 75 per cent by: (i) incurring and paying additional exploration expenditures in the amount of $5-million on or before the sixth anniversary of the effective date of the option agreement; and (ii) by issuing shares to LVH having a value of $1-million within 10 business days after the additional earn-in deadline.

If at any time LVH's participating interest in the JV is diluted to below 10 per cent, LVH's interest will be deemed to have been withdrawn and been converted into a 3-per-cent net smelter return mineral production royalty. USEM will then have the option and right, exercisable at any time, to purchase one-third of the royalty for the purchase price of $5-million.

The transaction is subject to receipt of all necessary regulatory approvals, and satisfaction of other customary closing conditions. The transaction is an arm's-length transaction for the company and will not constitute a fundamental change within the meaning of the policies of the CSE. The company anticipates that the transaction will close on Sept. 25, 2023.

Qualified person statement

Adrian Smith, PGeo, is a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, and has reviewed and approved the scientific and technical information contained in this news release.

About Live Energy Minerals Corp.

Live is a mining exploration company focused on projects that will further secure the U.S. supply of critical metals, which are essential to fuelling the new-age economy. Live holds a 100-per-cent interest in the Skygold project in British Columbia, Canada, and a 100-per-cent interest in the McDermitt Lithium East project, Nevada, U.S., for which it has entered into an option to joint venture with U.S. Critical Metals. Live is focused on creating value for its shareholders by combining quality project with proven exploration strategies and a team driven to achieve exceptional outcomes.

We seek Safe Harbor.