US Critical Metals Announces 2.5:1 Consolidation of Common Shares
US Critical Metals Announces 2.5:1 Consolidation of Common Shares
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia ( March 12, 2025) – US Critical Metals Corp. ( “USCM” or the
“Company”) (CSE: USCM) (OTCQB: USCMF) (FSE: 0IU0) announces that it intends to proceed
with a share consolidation (the “Consolidation”) of its issued and outstanding common shares
(each, a “Pre-Consolidation Common Share ”) on the basis of two and one -half (2.5) Pre -
Consolidation Common Shares for one (1) post -consolidation common share (each, a “Post-
Consolidation Common Share ”). The Company currently has 63,058,076 Pre-Consolidation
Common Shares issued and outstanding . Following the completion of the Consolidation, it is
anticipated the Company will have outstanding approximately 25,223,230 Post-Consolidation
Common Shares. The Post-Consolidation Common Shares are expected to commence trading
on the Canadian Securities Exchange ( “CSE”) a few days after the record date of the
Consolidation (the “Record Date”), and the Company anticipates that the CSE will issue a bulletin
to dealers advising of the Consolidation and the effective date of trading on the consolidated
basis. The Record Date will be disclosed in a subsequent news release.
After the Consolidation, the Post-Consolidation Common Shares will have a new CUSIP number
and a new ISIN number. No fractional shares will be issued as a result of the Consolidation. Any
fractional shares resulting from the Consolidation will be rounded down to the next whole Post -
Consolidation Common Share, and no cash consideration will be paid in respect of fractional
shares.
Pursuant to the articles of the Company, the board of directors of the Company has approved the
Consolidation. The Consolidation remains subject to receipt of approval from the CSE. The
Company name and trading symbol will not be changed in conjunction with the Consolidation.
Further to the Company’s news releases dated January 10, 2025, January 21, 2025 and March
6, 2025, the Company intends that its previously announced non-brokered private placement (the
“Offering”) of units of the Company (each, a “Unit” and collectively, the “Units”) will occur
following the completion of the Consolidation. Accordingly, the Units will be sold at a price of
C$0.10 per Unit for gross proceeds of up to C$1,300,000. In addition, the warrants partially
comprising the Units will entitle the holder thereof to acquire one Post-Consolidation Common
Share (each, a “Warrant Share”) at a price of C$0.125 per Warrant Share for a period of 24
months from the Closing Date of the Offering. The Offering is expected to close on or before April
25, 2025 (the “Closing Date”).
The net proceeds of the Offering will be used for exploration of the Clayton Ridge Lithium Project,
the Sheep Creek Rare Earth Project, the Haynes Cobalt Project, the Long Canyon Vanadium and
Uranium Project and the McDermitt East Lithium Project and for g eneral and working capital
purposes.
The Units will be offered and sold by private placement in Canada to “accredited investors” within
the meaning of National Instrument 45 -106 – Prospectus Exemptions and other exempt
purchasers in each province of Canada and may be sold outside of Canada on a basis which
does not require the qualification or registration of any of the securities comprising the Units in
the subscriber’s jurisdiction. The Company may also concurrently offer and sell Units outside of
Canada on a non -brokered, unregistered private placement basis to a limited number of
“accredited investors” (as defined in Regulation D under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”)) with whom the Company has substantive pre -existing
relationships, in reliance on exemptions from the registration requirements of the U.S. Securities
Act and applicable state securities laws or in other jurisdictions where permitted by law.
The securities issued pursuant to the Offering will be subject to applicable hold periods imposed
under applicable securities legislation, including a hold period of four months and one day from
the date of issuance. The Offering is subject to receipt of all necessary regulatory approvals,
including approval of the CSE.
This news release does not constitute an offer to sell or a solicitation of an offer to buy
any of the securities described in this news release. Such securities have not been , and
will not be , registered under the U.S. Securities Act , or any state securities laws , and,
accordingly, may not be offered or sold within the United States , or to or for the account
or benefit of persons in the United States or “U.S. Persons”, as such term is defined in
Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to an exemption from such
registration requirements.
About US Critical Metals Corp.
USCM is focused on mining projects that will further secure the U.S. 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 righ t 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 Ida ho, 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. USCM 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.
For further information please contact:
Darren Collins
Chief Executive Officer & Director
Telephone: +1 (786) 633-1756
Email: [email protected]
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, the
exploration plans and expected exploration and drilling results at the Company’s projects, results
of operations, the expected financial performance of the Company, the successful closing of the
Offering and the expected date thereof, the anticipated gross proceeds of the Offering, the receipt
of all applicable required approvals in respect of the Offering and the Consolidation, including but
not limited to the approval of the CSE, the intended use of the net proceeds of the Offering, the
successful completion of the Consolidation on the proposed terms or at all, the commencement
of trading of the Post-Consolidation Common Shares on the CSE, the issuance of a bulletin by
the CSE to dealers advising of the Consolidation and the effective date of trading on the
consolidated basis, and the Company’s ability to complete the Offering on the proposed terms or
at all. 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 in formation. 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 val id 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 expectation s; 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.