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USCM Amends McDermitt East Option Agreement to Provide for Acquisition of 100% Interest in the Project

07.10.2025  |  Newsfile

Vancouver, October 7, 2025 - US Critical Metals Corp. (CSE: USCM) (OTCQB: USCMF) (FSE: 0IU) ("USCM" or the "Company"), together with its wholly owned subsidiary US Energy Metals Inc. ("USEM"), is pleased to announce that it has entered into an amending agreement (the "Amendment") with LiVE Energy Minerals Corp. ("LIVE") and Lithium Valley Holdings Corp. ("LVH") to restructure the terms of the previously-announced Exploration and Option to Enter Joint Venture Agreement dated September 15, 2023 (the "Original Agreement") (see full press release, here). The Amendment provides USCM with a clear path to acquire a 100% ownership interest in the McDermitt East Lithium Project (the "Project" or "McDermitt East"), located in the McDermitt Caldera, one of the largest lithium districts in North America.1

The McDermitt Caldera is anchored by the Thacker Pass Project, currently being constructed by Lithium Americas. The U.S. government recently acquired an equity stake in Lithium Americas and released the first tranche of a project construction loan. This support is consistent with broader government funding initiatives across the critical minerals sector, including the investment in MP Materials' Mountain Pass rare earth mine.2

By moving forward with consolidating 100% ownership of McDermitt East, USCM expects to strengthen its position as a North American-focused critical minerals company, advancing assets aligned with U.S. government priorities to reduce reliance on Chinese-controlled supply chains.

USCM previously reported sampling results of up to 2,129 ppm lithium at McDermitt East, underscoring the Project's potential as part of a strategically vital U.S. lithium district (reference full press release, here).

Management Commentary

Darren Collins, CEO of USCM, commented: "This transaction represents a significant milestone for USCM, as it provides a direct path to full ownership of McDermitt East, a highly strategic asset located in one of the most important lithium districts in the world. Consolidating our position reinforces our commitment to building a portfolio of projects that directly support U.S. supply chains and critical mineral independence. USCM now controls strategic footholds in the two preeminent lithium districts in the U.S., including the McDermitt and Clayton Vally through its 100% interest in the Clayton Ridge Lithium Project."

Transaction Terms

Under the Amendment, USCM/USEM will acquire 100% interest in the Project by making the following payments to LIVE:

Payment I (Initial 50% Interest):

  • C$25,000 cash, payable within ten (10) business days of execution of the Amendment; and

  • 1,283,000 common shares of USCM issued to LIVE/LVH within ten (10) business days of execution at a deemed value of $0.30.

Payment II (Final 50% Interest):

  • C$25,000 cash within six (6) months of execution of the Amendment; and

  • C$500,000, payable in USCM common shares, cash, or a combination thereof, at USCM/USEM's election within twenty-four (24) months of execution of the Amendment.

The remaining terms of the Original Agreement remain unchanged. Upon completion of the noted payments, USCM/USEM will have earned a 100% interest in McDermitt East, subject to a 2% Net Smelter Return (NSR) Royalty in favor of LIVE/LEM. USCM/USEM may repurchase 1% of the NSR for CAD $1,000,000. The Amendment remains subject to approval of the Canadian Securities Exchange (the "CSE").

Project Information

The Project is located within the McDermitt Caldera, an extinct 40×30 km super-volcano formed approximately 16.3 million years ago (Ma) as part of a hotspot 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 USA including the Tacker Pass project in the south 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, P. Geo.," effective date December 16, 2022" (the "Technical Report") which indicates high potential for the project to host large amounts of lithium bearing sediments. The Technical Report can be found under LIVE's SEDAR+ profile at www.sedarplus.ca.

Source

(1) Scheyder, E., & Renshaw, J. (2025, September 23). Trump administration seeks equity stake in Lithium Americas amid loan talks. Reuters. https://www.reuters.com/business/autos-transportation/trump-administration-seeks-equity-stake-lithium-americas-amid-loan-talks-2025-09-23/
(2) Jamasmie, C. (2025, July 10). MP Materials lands multi-billion Pentagon deal. Mining.com. https://www.mining.com/mp-materials-lands-multi-billion-pentagon-deal/

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Robert J. Johansing, BSC. geology, MSc economic geology, who is a qualified person as defined in NI 43-101. Mr. Johansing is a consultant of the Company.

About US Critical Metals Corp.

USCM is focused on mining projects that will further secure the US supply of critical metals and rare earth elements, which are essential to fueling the new age economy. Pursuant to option agreements with private Canadian and American companies, USCM's assets consist of three agreements, each providing USCM 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 US. USCM intends to explore and develop critical metals and rare earth assets with near- and long-term strategic value to the advancement of US interests.

For further information, please contact:

Darren Collins
Chief Executive Officer & Director
Telephone: +1 (786) 633-1756
Email: dcollins@uscmcorp.com

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

This news release contains certain information that may be deemed "forward-looking information" with respect to USCM within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause USCM's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking information contained in this press release may include, without limitation, closing of the Amendment, payment of option payments and issuance of the related shares, acceptance of the CSE of the Amendment, exploration plans and expected exploration and drilling results at the McDermitt East, results of operations, and the expected financial performance of the Company. Although USCM believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that USCM maintains good relationships with the communities in which it operates or proposes to operate; future legislative and regulatory developments in the mining sector; USCM's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of USCM to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work; risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits; the possibility that results will not be consistent with USCM's expectations; as well as other assumptions, risks and uncertainties applicable to mineral exploration and development activities and to USCM, including as set forth in the USCM's public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.

The forward-looking information contained in this press release represents the expectations of USCM as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While USCM may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269411


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