US Critical Metals Announces Closing of Private Placement
US Critical Metals Announces Closing of Private Placement
NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
Vancouver, British Columbia – April 25, 2025 – US Critical Metals Corp. (“ USCM” or the “ Company”)
(CSE: USCM) (OTCQB: USCMF) (FSE: 0IU0) is pleased to announce that it has closed its previously
announced non-brokered private placement offering (the “ Offering”) of units of the Company (each, a
“Unit”), pursuant to which the Company issued 5,100,000 Units at a price of $0.10 per Unit for aggregate
gross proceeds of $510,000.
Each Unit is comprised of one common share in the authorized share structure of the Company (each,
a “Common Share”) and one common share purchase warrant of the Company (each, a “ Warrant”).
Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of
$0.125 for a period of 24 months from the date of issuance. The Common Shares and Warrants issued
under the Offering are subject to a hold period of four months plus one day from the date of issuance
pursuant to applicable securities laws in Canada. No finder’s fees were paid in connection with the
Offering.
The Company intends to use the proceeds from the Offering 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 Proje ct and for general and working capital
purposes.
Certain of the Company’s directors and officers (the “Insiders”) participated in the Offering and acquired
an aggregate of 650,000 Units. The transactions by the Insiders constitute “related party transactions”
within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61 -101”). The transactions are exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the
fair market value of the Units issued to, and the consideration paid by, the Insiders did not exceed 25%
of the Company’s market capitalization. No new insiders were created, nor any change of control
occurred, as a result of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities described herein
have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “1933 Act”) or any state securities laws and may not be offered or sold within the U nited States or
to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 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 a ssets 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 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 e vents or conditions “will”, “would”,
“may”, “could” or “should” occur.
Forward-looking information contained in this press release may include, without limitation, the intended
use of the net proceeds of the Offering and USCM’s intention to explore and develop critical metals and
rare earth assets with near- and long-term strategic value to the advancement of U.S. interests. 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 achievemen ts 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 r eceipt 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; competi tion; 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 document s 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 in formation 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.