US Critical Metals Corp. entered into a share purchase agreement to acquire 45% stake in 1212242 B.C. Ltd. from Idaho Silver Inc for CAD 0.4 million.

US Critical Metals Corp. (TSXV:USCM) entered into a share purchase agreement to acquire 45% stake in 1212242 B.C. Ltd. from Idaho Silver Inc for CAD 0.4 million on November 16, 2022. Under the terms of the Agreement, the USCM will purchase in aggregate 70% of the issued and outstanding shares of B.C. Ltd. from Idaho Silver.

In consideration for 45% of the issued and outstanding shares of B.C. Ltd., USCM will make a payment of CAD 50,000 in cash to Idaho Silver and issue 1,000,000 common shares (the ôConsideration Sharesö) to Idaho Silver at a deemed price of $0.35 per Consideration Share and in consideration for 25% of the issued and outstanding shares of B.C. Ltd., USCM will subscribe for 8,000 common shares for aggregate proceeds of CAD 200,000. At Closing, Long Canyon Resources will also enter into a net smelter return royalty agreement (ôNSR Royalty Agreementö) with Idaho Silver, which grants Idaho Silver a perpetual three and one-half percent (3.5%) royalty (the ôNSR Royaltyö) relating to all production from the Long Canyon Property. The NSR Royalty is subject to a buyback right in favor of B.C. Ltd. pursuant to which B.C. Ltd. may repurchase up to 2% (in whole or part) of the NSR Royalty for a price equal to CAD 2 million (CAD 1 million for each 1% instalment).

The Consideration Shares will be subject to a statutory hold period under applicable Canadian securities laws which will expire four months and one day after issuance. Upon closing of the Transaction, B.C. Ltd. will be the sole owner and shareholder of Long Canyon Resources Inc. (ôLong Canyon Resourcesö), an Idaho corporation, which will be the holder of the Long Canyon Uranium and Vanadium Project (ôLong Canyonö or the ôProjectö). The Transaction is at arms-length and expected to be an expedited transaction pursuant to TSX Venture Exchange (ôTSXVö) Policy 5.3 û Acquisitions and Dispositions of Non-Cash Assets.

Closing of the Transaction (ôClosingö) is subject to receipt of applicable regulatory approvals and third-party consents, including the approval of the TSXV and closing conditions customary for transactions of this nature, on or before January 31, 2023.