Early Warning News Release

Vancouver, British Columbia--(Newsfile Corp. - April 19, 2024) - Recharge Capital Corp. ("Recharge") announced today that on March 12, 2024, it disposed of an aggregate of 4,700,000 common shares (the "Transferred Shares") of US Critical Metals Corp. (the "Issuer") of 550 Burrard Street, Suite 2300, Vancouver, British Columbia, V6C 2B5, Canada, pursuant to a private transaction (the "Transaction") with one individual (the "Purchaser"). The Transferred Shares were disposed of at a price of $0.05 per Transferred Share for aggregate gross proceeds of $235,000.

Immediately before the Transaction, Recharge had ownership of 10,700,000 common shares of the Issuer (the "Common Shares") and held options and warrants of the Issuer entitling it to acquire a further 9,250,000 Common Shares representing 16.96% of the issued and outstanding Common Shares on a non-diluted basis and 27.59% of the issued and outstanding Common Shares on a partially-diluted basis (based on the Issuer's most recent disclosure that a total of 63,058,076 Common Shares are outstanding). Following the Transaction, Recharge beneficially owned and controlled 6,000,000 Common Shares and held options and warrants of the Issuer entitling it to acquire 9,250,000 Common Shares representing 9.51% of the issued and outstanding Common Shares on a non-diluted basis and 21.09% of the issued and outstanding Common Shares on a partially-diluted basis.

Recharge has previously provided an undertaking to the Issuer confirming it will not exercise its share purchase warrants to the extent that such exercise would cause Recharge to hold 19.9% or more of the issued and outstanding Common Shares until the Issuer obtains the requisite regulatory and shareholder approvals.

Recharge is a company of which Scott Benson is the controlling shareholder, and a director of the Issuer, and it entered into the transaction for investment purposes. Recharge may increase or reduce its investment in the Issuer according to market conditions or other relevant factors.

The head office address for Recharge is 1055 West Georgia Street, Royal Centre, P.O. Box 1117 Vancouver BC, V6E 4N7. A copy of Recharge's early warning report will be filed on the Issuer's SEDAR+ profile at www.sedarplus.ca.

For further information concerning the Transaction, please contact Scott Benson, Managing Director, Investments, of Recharge by email addressed to [email protected].

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/206247