Mr. Darren Collins reports

USCM ANNOUNCES REDUCTION IN WARRANT EXERCISE PRICE

U.S. Critical Metals Corp. has amended the exercise price of an aggregate of 28,642,858 common share purchase warrants of the company consisting of: (i) 17,142,858 common share purchase warrants originally issued in connection with a non-brokered private placement which closed on April 12, 2022; and (ii) 11.5 million warrants issued in connection with a brokered private placement which closed on April 11, 2023). The original terms specified that each whole old warrant was exercisable into one common share at a price of 50 cents expiring on April 12, 2024, and at a price of 55 cents expiring April 11, 2026, respectively, subject to the acceleration right (defined herein).

The original terms also specified that, if, at any time, the trading price of the common shares on the Canadian Securities Exchange (the CSE) equals or exceeds $1.00 over any 10 consecutive trading days, the company shall be entitled, at its option, within 10 business days following such 10 day period, accelerate the exercise period through the issuance by the company of a press release specifying the new expiry date (the acceleration notice) and, in such case, the new expiry time shall be deemed to be 5 p.m. (Vancouver time) on the 30th day following the issuance of the acceleration notice (the acceleration right). From and after the new expiry time specified in such acceleration notice, no old warrants may be issued or exercised, and all unexercised old warrants shall be void and of no effect following the new expiry date.

The company is amending the exercise price of the old warrants from 50 cents and 55 cents a share, respectively, to 35 cents a share. There are no other proposed changes to the terms of the old warrants. The proposed amendments remain subject to acceptance by the CSE.

Darren Collins, the chief executive officer and director of the company, Peter Simeon, a director of the company, and Marco Montecinos, a director of the company, beneficially own 50,000 warrants, 50,000 warrants and 100,000 warrants, respectively. As a result, the warrants amendment is considered to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the warrants amendment, insofar as it involves Mr. Collins, Mr. Simeon and Mr. Montecinos, is not more than 25 per cent of the company's market capitalization. The warrants amendment was unanimously approved by the directors of the company (with Mr. Collins, Mr. Simeon and Mr. Montecinos abstaining), after the nature and extent of Mr. Collins, Mr. Simeon and Mr. Montecinos's interest in the warrants amendment was disclosed. The company did not file a material change report at least 21 days before the expected effective date of the warrants amendment as the company was required to complete the warrants amendment in an expeditious manner prior to the expiry of the warrants.

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 four agreements, together providing the company with the right to acquire interests in five discovery-focused projects in the U.S. These projects include the Clayton Ridge lithium project located in Nevada, the Sheep Creek rare earth project located in Montana, the Haynes cobalt project located in Idaho, the Lemhi Pass rare earth project located in Idaho and the Long Canyon uranium project 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. The company intends to explore and develop mineral resources with near- and long-term strategic value to the advancement of U.S. interests.

We seek Safe Harbor.