USCM Completes Acquisition of Korn Kob Copper Project in Arizona
US Critical Metals Corp. Completes
Acquisition of Korn Kob Copper Project in
Arizona
Vancouver, British Columbia--(Newsfile Corp. - July 31, 2026) - US Critical Metals Corp. (CSE: USCM)
(OTCQB: USCMF) (FSE: 0IU) ("
USCM
" or the "
Company
") is pleased to announce that it has
completed its previously announced acquisition (the "
Acquisition
") of the Korn Kob Copper Project
located in Arizona, USA (the "
Property
") pursuant to the Share Purchase Agreement (the "
SPA
") dated
July 10, 2026 between USCM, 1582577 B.C. Ltd. (the "
Target
"), and the shareholders of the Target.
Pursuant to the SPA, the Company acquired the Target and issued 15,025,000 common shares of
USCM (the "
Consideration Shares
") to the shareholders of the Target on a pro-rata basis, at a price of
$0.12, being equal to the market price of the common shares of the Company on the Canadian
Securities Exchange on the last business day prior to the date of execution of the SPA.
The Property comprises 146 unpatented lode mining claims covering approximately 1,200 hectares in
the Laramide copper belt of southern Arizona. 144 of the claims are held directly by the Target's
subsidiary Bullock Canyon Project (US) LLC and two of the claims are subject to an exploration lease
and option to purchase agreement between the Target and the owners of the two claims (the "
Option
Agreement
"). The Property hosts a large, near-surface copper system that has been the subject of
extensive historical exploration, including approximately 10,600 metres of reverse circulation drilling
completed in 105 drill holes by previous operators. Historical drilling outlined broad intervals of oxide
and mixed copper mineralization, including intercepts of 124.97 metres grading 0.36% total copper and
80.77 metres grading 0.52% total copper. The qualified person has not done sufficient work to classify
the historical drill results as current mineral resources or mineral reserves, and the Company is not
treating the historical drill results as such. The historical results should not be relied upon as indicative of
the presence of mineral resources or mineral reserves on the Property. A qualified person has not
verified the data, and there is a risk that subsequent exploration will not confirm the historical results.
In connection with the Acquisition, the Company has obtained, through acquiring the Target, all rights
under the Option Agreement, all available historical exploration data, and all technical information and
associated intellectual property relating to prior exploration programs. The Property is located on U.S.
Forest Service lands and remains at the exploration stage. No mining permits, production facilities or
patented mining claims form part of the Acquisition.
The consideration payable under the SPA was determined through arm's-length commercial
negotiations between the parties. In determining the purchase price, the Company considered several
factors, including the scale of historical exploration completed on the Property, the cost and time
required to reproduce the existing exploration database, comparable transactions involving exploration
copper projects in North America, prevailing market conditions for copper exploration assets, and the
strategic location of the Property within Arizona's established copper district. The Company believes the
extensive historical drilling and technical database reduce exploration risk and provide an opportunity to
advance the Property. Replicating the historical drilling program alone would be expected to require in
excess of US$3 million based on current reverse circulation drilling costs in the southwestern United
States, exclusive of permitting, geological, analytical and administrative costs. Based on review of the
foregoing factors, the board of directors of the Company (the "
Board
") concluded that the negotiated
consideration fairly reflected the exploration stage of the Property while recognizing the significant
historical investment and technical work completed by previous operators.
Of the 146 claims, the Target staked 144 of the claims and optioned 2 claims from a third party prior to
completing the Acquisition with the Company. The Company independently evaluated the Property
based on its current merits and strategic value rather than the Target's historical acquisition cost.
Accordingly, management and the Board determined that the consideration payable under the SPA
represented fair value based on prevailing market conditions and the specific attributes of the Property.
The Company confirms that the transaction was negotiated and completed on an arm's-length basis.
Clayton Fisher, a principal of the Target, previously served as Chief Financial Officer of Discovery
Harbour Resources Corp., where Darren Collins, Chief Executive Officer and a director of the Company,
is an insider. Other than this historical association, there is no current or continuing business relationship
between the Company and the Target, and no director, officer or insider of the Company has any direct
or indirect beneficial interest in the Target or the Property.
Pursuant to the terms of the SPA, the Company has satisfied the closing obligations previously
announced and has issued the Consideration Shares in accordance with the SPA. All Consideration
Shares issued in connection with the Acquisition are subject to a statutory hold period of four months
plus a day from the date of issuance in accordance with applicable securities legislation and the
requirements of the Canadian Securities Exchange.
The Company will now begin advancing permitting, geological modelling and exploration planning
designed to verify historical results and prioritize drill targets for future exploration programs.
Qualified Person
The scientific and technical disclosure included in this news release has been reviewed and approved
by Amanuel Bein, M.Sc., P.Geo., an independent consulting geologist for the Company and a Qualified
Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Bein has
not independently verified the historical exploration data disclosed in this news release.
About US Critical Metals Corp.
USCM is focused on mining projects that will further secure the United States ("
U.S.
") supply of critical
metals, which are essential to fueling the new age economy. The Company's assets consist of four
discovery focused projects (the "
Projects
") in the U.S. These projects include the McDermitt East
Lithium Project located in Nevada, Clayton Ridge Lithium Property located in Nevada, Long Canyon
Uranium Property located in Idaho, and the Haynes Cobalt Property 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 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) 503 0715
Email:
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 statements 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 the Company'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 expected exercise of the Option Agreement, the potential presence or
grade of copper or other metals on the Property, the potential for additional mineralization or the
existence of a porphyry copper system at depth, the Company's future exploration plans and objectives,
including planned permitting, geological modelling and exploration planning activities, statements
regarding the strategic value of the Property or the Company's positioning relative to copper demand,
the expected benefits of the Property, the Company's belief that historical drilling and technical data
reduce exploration risk and provide an opportunity to advance the Property, and estimates regarding the
cost to replicate historical exploration work. 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 proves 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 Company'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/307327