Mr. Johnathan Dewdney, a shareholder, reports

JOHNATHAN DEWDNEY ENTERS INTO A WARRANT EXERCISE AGREEMENT WITH US CRITICAL METALS CORP.

Johnathan Dewdney has filed an early warning report under National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for the purpose of reporting that his securityholding percentage of the total outstanding common shares of U.S. Critical Metals Corp. decreased to less than 10 per cent on a partially diluted basis pursuant to certain warrant exercise agreement described herein.

On Sept. 8, 2023, Mr. Dewdney and Crowsnest Holdings Inc., a company controlled by Mr. Dewdney, entered into a warrant exercise agreement with U.S. Critical, under which Mr. Dewdney and Crowsnest, have agreed, subject to certain conditions, that any exercise of 5,541,371 transferable share purchase warrants of U.S. Critical held by Mr. Dewdney and Crowsnest, on a full or partial basis, is subject to a standard undertaking given by them to U.S. Critical to not exercise such warrants such that the number of common shares held by Mr. Dewdney, would result in equal to or greater than 10 per cent of the issued and outstanding common shares. Furthermore, pursuant to the exercise agreement, Mr. Dewdney and Crowsnest have agreed that it will not be able to exercise such additional warrants, unless the prior written approval of U.S. Critical is obtained.

Assuming Mr. Dewdney proceeded to exercise the warrants in full, it would, prior to entering into the transaction hold 11,579,408 common shares representing approximately 17.1 per cent of the issued and outstanding common shares on a partially diluted basis or after the transaction approximately 6,212,329 common shares or 9.9 per cent of the issued and outstanding common shares on a partially diluted basis upon purchasing the maximum number of shares it is entitled under the exercise agreement, assuming no further issuances of common shares by U.S. Critical.

Immediately prior to the time that Mr. Dewdney and Crowsnest entered into the exercise agreement, Mr. Dewdney had ownership or control, directly or indirectly, over 6,038,037 common shares of U.S. Critical, which 558,066 common shares are held jointly by Mr. Dewdney and Crowsnest, representing approximately 9.7 per cent of the number of common shares of U.S. Critical then issued and outstanding, on a non-diluted basis, and approximately 17.1 per cent of the number of common shares of U.S. Critical then issued and outstanding on a partially diluted basis.

As a result of the exercise agreement, Mr. Dewdney's ownership in U.S. Critical decreased to less than 10 per cent on a partially diluted basis.

Immediately following the exercise agreement, Mr. Dewdney continued to beneficially own, and exercise control or direction over 6,038,037 common shares and 5,541,371 warrants, subject to the exercise agreement, representing approximately 9.7 per cent of the issued and outstanding common shares on a partially diluted basis, resulting in a decrease to his diluted holdings of approximately 7.1 per cent.

Any securities of U.S. Critical acquired by Mr. Dewdney in connection with the transactions described here will be for investment purposes. Mr. Dewdney may, depending on market and other conditions, increase or decrease beneficial ownership or control in the securities of U.S. Critical, or otherwise deal with such securities in such manner as deemed advisable through market transactions, private agreements or otherwise.

This news release is being issued in accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed on U.S. Critical's SEDAR+ profile.