Mr. Darren Collins reports

USCM SIGNS DEFINITIVE AGREEMENT TO ACQUIRE KORN KOB PROPERTY IN ARIZONA'S COPPER DISTRICT

U.S. Critical Metals Corp. has entered into a share purchase agreement dated July 10, 2026 (the SPA), to acquire 100 per cent of the issued and outstanding common shares of 1582577 B.C. Ltd. (the target), which holds: (i) through its wholly owned subsidiary, Bullock Canyon project (U.S.) LLC, 144 unpatented lode mining claims located in Pima county, Arizona; and (ii) through the option agreement (as hereinafter defined) the option and right to purchase two additional unpatented lode mining claims located in Pima county, Arizona. This acquisition provides U.S. Critical Metals with a strategic entry into Arizona, one of the leading copper-producing states in the United States, and positions the company within a well-established copper district in proximity to large deposits, including Resolution, Miami, San Manuel/Kalamazoo and Copper Creek. Copper is listed as a critical mineral by the U.S. Geological Survey and essential to the economy and national interest.

• Establishes U.S. Critical Metals in Arizona, one of the leading copper-producing states in the United States;
• Provides strategic positioning to growing copper demand driven by AI (artificial intelligence) infrastructure, data centres, grid modernization and electrification;
• Acquires a 146-claim (approximately 1,200-hectare) land package within a leading copper district, alongside the Resolution, Miami, San Manuel/Kalamazoo and Copper Creek deposits;
• Historical drilling comprises 105 holes totalling 10,603 metres, in luding results of 124.97 metres grading 0.36 per cent Cu (copper) from 21.32 metres and 80.77 metres grading 0.52 per cent Cu from surface;
• Historical analytical work focused almost exclusively on copper, presenting potential upside to evaluate additional critical and precious metals, including tungsten, molybdenum, silver, gold and zinc;
• Multiple historical copper oxide and skarn occurrences indicate potential for a larger mineralized system, including the potential for a causative porphyry intrusion;
• Modern exploration techniques -- including drone-based geophysics, detailed geological mapping and geochemical surveys -- will be applied to advance historical exploration and generate new targets.

U.S. Critical Metals has entered into the SPA to acquire 100 per cent of the target in consideration of issuance of 15,025,000 common shares of U.S. Critical Metals to the shareholders of the target on a pro-rata basis (see below under "Transaction Highlights" for more information). In addition to the directly held claims, the target holds an exclusive two-year option to acquire a 100-per-cent interest in the option claims under the option agreement (as hereinafter defined), for total consideration of $1.0-million (U.S.) ($500,000 (U.S.) cash and $500,000 (U.S.) in shares), with staged payments credited toward the purchase price.

Management commentary

Darren Collins, chief executive officer and director of U.S. Critical Metals, comments: "The acquisition of Korn Kob marks a significant step in building USCM's portfolio of critical mineral assets in North America. Arizona is one of the world's premier copper jurisdictions, and the property provides us with exposure to a historical copper discovery that remains open for expansion, while also offering compelling upside through the potential discovery of the underlying porphyry system that may have driven the mineralization. Our immediate focus will be on applying modern exploration techniques to unlock the property's full potential."

Property overview

The property consists of the 146 unpatented lode mining claims, which cover approximately 12 square kilometres (1,200 hectares). The property is located approximately 35 kilometres south of the historic San Manuel/Kalamazoo mine, which produced over 4.2 million tonnes (9.2 billion pounds) of copper from 1955 to 1999 and about 40 kilometres south of Faraday Copper's Copper Creek project, which hosts National Instrument 43-101-compliant measured and indicated mineral resources of 421.9 Mt (million tonnes) at 0.45 per cent Cu (copper). References to mineralization at nearby properties are provided for regional context only and are not necessarily indicative of the mineralization or exploration potential of the property. The qualified person has been unable to verify the information relating to other deposits in proximity to the property and information and mineralization relating to other deposits in proximity to the property is not necessarily indicative to mineralization of the property.

The property contains historical near-surface copper oxide mineralization in the northern area, including the Korn Kob skarn, where copper occurs mainly as chrysocolla and copper-bearing iron oxides in fractured limestone and marble. Skarn-style copper mineralization is sometimes associated with nearby intrusive rocks, and the known mineralization remains open for potential expansion. The presence of Laramide-age granodiorite nearby suggests the possibility of an intrusive source that may have driven the copper system. Near-surface copper oxides may have different processing characteristics compared with deeper sulphide mineralization, although no metallurgical testing has been completed on the property to confirm this.

Historical drilling and exploration potential

Between 1961 and 1990, several companies completed drill programs to define zones of copper mineralization at Korn Kob. In total, 105 drill holes were completed for 10,603 metres. Notable results include 124.97 metres grading 0.36 per cent Cu in drill hole KKB-9 and 80.77 metres grading 0.52 per cent Cu in drill hole KKB-4. The historical drilling suggests that mineralization remains open in all directions, including along strike and at depth, providing potential to expand the known mineralized zones through systematic follow-up exploration, including stepout drilling, geological mapping, geophysical surveys and targeted sampling designed to test extensions of the copper system beyond the limits of previous drilling. Historical drill core from this program was assayed only for total copper; other elements were not systematically analyzed. The coincident Leatherwood Granodiorite intrusions suggest potential for a deeper porphyry copper system beneath the historical skarn workings, which remains untested by historical drilling.

Sampling methodology and quality assurance/quality control protocols applied to this historical drilling program are not known to the company. 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.

Transaction highlights

The company will acquire 100 per cent of the target by issuing 15,025,000 common shares of U.S. Critical to the shareholders of the target on a pro-rata basis, at a price of 12 cents, 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. Pursuant to the SPA, U.S. Critical will acquire the target, thereby acquiring the property. The SPA contains customary representations, warranties, covenants and indemnification provisions.

The acquisition is at arm's length. Closing of the SPA is subject to acceptance by the CSE and customary closing conditions, with an outside date of Oct. 22, 2026.

The target is party to the option agreement dated April 7, 2026, between the target and owners of the option claims, pursuant to which the owners have granted the target an exclusive lease over the option claims and the option and right to purchase such claims. The term of the option agreement is two years from the effective date of April 7, 2026. The total purchase price for the option claims is $500,000 (U.S.) in cash and $500,000 (U.S.) in shares (for a total of $1-million (U.S.)). The target is required to make the following minimum payments to the owners, which will be credited against the purchase price:

• $50,000 (U.S.) in cash within 30 days of the effective date (paid by the target);
• $200,000 (U.S.) in cash and common shares of the target having a value of $250,000 (U.S.) on the first anniversary of the effective date;
• $250,000 (U.S.) in cash and common shares of the target having a value of $250,000 (U.S.) on the second anniversary of the effective date.

Each of the payments shall be credited against the purchase price if the target elects to exercise the option. The option claims contain the historical drilling results.

Qualified person

The scientific and technical disclosure included in this news release has been reviewed and approved by Amanuel Bein, MSc, PGeo, 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 U.S. Critical Metals Corp.

U.S. Critical is focused on mining projects that will further secure the 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 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 United States. U.S. Critical Metals intends to explore and develop assets with near- and long-term strategic value to the advancement of U.S. interests.

We seek Safe Harbor.