Mr. Darren Collins reports

USCM ENTERS INTO EXPLORATION AND OPTION AGREEMENT ON MCDERMITT LITHIUM EAST PROJECT

U.S. Critical Metals Corp. has, along with its wholly owned subsidiary, U.S. Energy Metals Corp. (USEM), entered into an exploration and option to enter joint venture agreement dated Sept. 15, 2023, with respect to the McDermitt lithium project in Nevada (MLEP) with Live Energy Minerals Corp., a public British Columbia company listed on the Canadian Securities Exchange, and its wholly owned Nevada subsidiary, Lithium Valley Holdings Corp. (LVH), providing the company with the 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 further advances U.S. Critical's business model to explore a portfolio of unique assets within the United States. Subject to the completion of this transaction, U.S. Critical will have exposure to two of the most 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 reserves at 3,160 parts per million lithium. As Thacker Pass advances toward production, U.S. Critical believes that a significant derisking and revaluation of lithium clay projects will occur.

U.S. Critical 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 which has prompted U.S. Critical to move aggressively in securing this unique opportunity. U.S. Critical will work closely with Live to further advance any and all activities leading to a maiden drill program.

The transaction is at arm's length and closing is subject to acceptance of the option agreement by the CSE and satisfaction of other customary closing conditions.

Project overview

The project spans 6,508 acres of BLM claims and is located within the McDermitt caldera, an extinct 40-kilometre-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 "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. In 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 U.S. Critical to LVH:

• Reimbursement of BLM fees for the property for the September, 2023, to August, 2024, period;
• $50,000 within five business days after the CSE's acceptance of the option agreement;
• If USEM elects to continue the option agreement in effect after the second-year deadline, $100,000 within 10 business days after the second-year deadline;
• Shares having a value of $100,000 on the CSE's acceptance of the option agreement;
• If USEM elects to continue the option agreement in effect after the second-year deadline, shares having a value of $200,000 within 10 business days after the second-year deadline.

Upon exercise of the option following the completion of the earn-in obligation by the company, 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 joint venture 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 operating agreement; and (ii) by issuing shares 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 joint venture 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.

Qualified person statement

Robert J. Johansing, BSc (geology), MSc (economic geology), who is a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information contained in this news release. Mr. Johansing is a consultant for the company.

About U.S. Critical Metals Corp.

U.S. Critical 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's assets consist of three agreements, each providing U.S. Critical with the right to acquire interests in four discovery-focused projects in the U.S. 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 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.