US Critical Metals Corp. (USCM or the Company) announced that it has, along with its wholly-owned subsidiary, US Energy Metals Corp. (USEM), entered into an Exploration and Option to Enter Joint Venture Agreement dated September 15, 2023 (the Option Agreement) with respect to the McDermitt Lithium Project in Nevada (the Project or MLEP) with Live Energy Minerals Corp.

(LIVE) and its wholly-owned Nevada subsidiary, Lithium Valley Holdings Corp. (LVH). Upon the Earn-In Right being obtained by USEM, this Transaction further advances USCM's business model to explore a portfolio of unique assets within the US.

Subject to the completion of this Transaction, USCM will have exposure to two of the most advanced lithium basins in the US. This includes the Clayton Valley, the only lithium producing basin in the US and the McDermitt Basin, the first potential basin to produce lithium from clay in the US. MLEP is located east of Thacker Pass, which is the largest known lithium deposit in the US and one of the largest in the world with 3.7 million tonnes of lithium carbonate equivalent reserves at 3,160 ppm lithium.

As Thacker Pass advances towards production, USCM believes that a significant derisking and revaluation of lithium clay projects will occur. The map below outlines the location of MLEP in relation to Thacker Pass project. USCM intends to immediately commence with the geologic mapping, geochemical sampling and permitting with the BLM to position the Project as fully drill ready.

LIVE's preliminary sampling program involved surface claystone (rock) from a historic, shallow trench (1907 ppm Li) and two soil samples (30 and 32 ppm Li). Recognizing that the area is under sampled, the high lithium value is from intra-caldera lake sediments along the margin of the McDermitt Caldera which has prompted USCM to move aggressively in securing this unique opportunity. USCM will work closely with LIVE to further advance any and all activities leading to a maiden drill program.

The Transaction is at arms-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 40x30 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 Thacker Pass project in the south portion of the Caldera.

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% interest in the Project and to form a joint venture for the management, operation and ownership of the Project (collectively the Earn-in Right). In consideration for the Earn-in Right, USEM has agreed to incur an initial CAD 1,500,000 in exploration expenditures on or before the second anniversary of the date of the Option Agreement (the Second Year Deadline) and an additional CAD 3,000,000 in exploration expenditures on or before the sixth anniversary of the Option Agreement, for a total of CAD 4,500,000 (the Exploration Expenditures). In addition to the Exploration Expenditures, USEM has agreed to make the following payments in cash (Cash Payments) and in common shares of USCM (the Shares, collectively with the Exploration Expenditures and Cash Payments, the Earn-in Obligation) to LVH: Reimbursement of BLM fees for the Property for the September 2023 to August 2024 period; CAD 50,000 within 5 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, CAD 100,000 within 10 business days after the Second Year Deadline; Shares having a value of CAD 100,000 on the CSE's acceptance of the Option Agreement; and if USEM elects to continue the Option Agreement in effect after the Second Year Deadline, Shares having a value of CAD 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%. USEM will have the option to increase its participating interest in the joint venture by an additional 25% to an aggregate participation right of 75% by: (i) incurring and paying additional exploration expenditures in the amount of CAD 5,000,000 on or before the sixth anniversary of the effective date of the Operating Agreement (the Additional Earn-in Deadline); and (ii) by issuing Shares having a value of CAD 1,000,000 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%, LVH's interest will be deemed to have been withdrawn and been converted into a 3.0% net smelter returns 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 CAD 5,000,000.