Mr. Darren Collins reports

US CRITICAL METALS SECURES $1M USD AND CORPORATE EQUITY FOR ALL SHEEP CREEK PARTICIPATION RIGHTS

U.S. Critical Metals Corp. has, through its wholly owned Nevada subsidiary, U.S. Energy Metals Corp., entered into a definitive agreement with U.S. Critical Materials Corp., an arm's-length party, and U.S. Rare Elements Corp. (USRE). Under the terms of the purchase agreement, the company will receive the following in exchange for all of its rights under the exploration, option and shareholder agreement dated July 25, 2022:

• $500,000 (U.S.) in cash on execution of the agreement;
• $500,000 (U.S.) in cash within six months or less of the closing;
• 500,000 shares of common stock of U.S. Critical Materials at closing.

Specifically, the purchase agreement: (i) discontinues the company's option for further equity participation in the Sheep Creek project; and (ii) discontinues the company's participation in joint venture rights. Therefore, as a result of the purchase agreement, the company is a shareholder of U.S. Critical Materials but has no further equity interests in USRE and no participation rights or joint venture rights in the Sheep Creek project, as provided under the original agreement.

U.S. Critical Metals deems the transaction to have an aggregate value of $1.5-million (U.S.).

Strategic rationale

This structure achieves several key objectives:

• Strengthens the company's balance sheet through non-dilutive financing to advance lithium assets held by the company;
• Enables the company to prioritize projects where it maintains majority ownership and operational control, including, but not limited to, the company's McDermitt East lithium project.

Management commentary

"This transaction delivers meaningful non-dilutive capital to the company while allowing both companies to pursue their priorities," stated Darren Collins, chief executive officer of U.S. Critical Metals. "The 500,000-share position ensures that the company continues to benefit from progress at Sheep Creek. As a shareholder of Materials, we wish Materials success in all future endeavours."

About U.S. Critical Metals Corp.

The company is focused on mining projects that will further secure the United States supply of critical metals, which are essential to fuelling the new age economy. The company's assets consist of four discovery focused projects in the U.S. These projects include the McDermitt East lithium project, located in Nevada, the Clayton Ridge lithium property, located in Nevada, the Long Canyon uranium property, located in Idaho, and the Haynes cobalt property, 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 Metals intends to explore and develop assets with near- and long-term strategic value to the advancement of U.S. interests.

We seek Safe Harbor.