US Critical Metals Announces Amended Terms of Non-Brokered Private Placement Offering of Units
US Critical Metals Announces Amended Terms of Non-Brokered
Private Placement Offering of Units
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia ( January 21, 2025) – US Critical Metals Corp. (“ USCM” or the
“Company”) (CSE: USCM) (OTCQB: USCMF) (FSE: 0IU0) is pleased to announce that further
to its new release dated January 10, 2025, it has amended the terms of its previously announced
non-brokered private placement . The Company intends to complete a non -brokered private
placement (the “ Non-Brokered Offering”) of up to 24,000,000 units of the Company (each, a
“Unit”, and collectively the “ Units”) at a price of C$0.05 per Unit for gross proceeds of up to
C$1,200,000, and a concurrent non-brokered private placement (the “Concurrent Offering”) of
up to 2,000,000 Units at a price of C$0.05 per Unit for gross proceeds of up to C$100,000
(collectively, the “Offering”). The Offering is expected to close on or around January 31, 2025
(the “Closing Date”).
Each Unit of the Non-Brokered Offering will consist of one common share in the authorized share
structure of the Company (each, a “Common Share”, and collectively the “Common Shares”)
and one Common Share purchase warrant (each, a “Warrant” and collectively the “Warrants”).
Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.06 per
Common Share for a period of 24 months from the Closing Date of the Offering.
Each Unit of the Concurrent Offering will consist of one Common Share and one Warrant. Each
Warrant entitles the holder thereof to acquire one Common Share at a price of C$ 0.065 per
Common Share for a period of 24 months from the Closing Date of the Offering.
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 general 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 Common Shares or the Warrants
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 in 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 Canadian Securities Exchange (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 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 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 othe r 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,
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 a ll applicable required approvals in respect of the Offering, including but not limited to the
approval of the CSE, the intended use of the net proceeds of the Offering 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, uncertainti es 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; the
Covid-19 pandemic; 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 fro m 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.