Live Energy Minerals Announces Amending Agreement with US Critical Metals for McDermitt East Lithium Project

Rhea-AI Summary

Live Energy Minerals (OTC Pink: GTREF) and subsidiary Lithium Valley Holdings agreed an Amendment dated October 3, 2025 with US Critical Metals (and US Energy Metals) to restructure the McDermitt East Lithium Project deal into a direct 100% acquisition path.

Key terms: Payment I — C$25,000 cash + 1,283,000 USCM shares within 10 business days; Payment II — C$25,000 cash within 6 months + C$500,000 (cash, shares, or combination) within 24 months. LIVE/LVH retain a 2% NSR royalty with USCM able to repurchase 1% NSR for C$1,000,000. LIVE also received 167,000 USCM shares on October 6, 2025 at a deemed $0.30/share for a six-month extension of exploration payments.

Positive

• Defined cash and share payment schedule totaling up to C$550,000
• LIVE retains a 2% NSR royalty on future production
• USCM can buy back 1% NSR for C$1,000,000
• Received 167,000 USCM shares at a deemed $0.30 per share on October 6, 2025

Negative

• Initial cash consideration is modest: C$25,000 paid within 10 business days
• Material portion (C$500,000) may be paid in shares or deferred up to 24 months

Vancouver, British Columbia--(Newsfile Corp. - October 17, 2025) - Live Energy Minerals Corp. (CSE: LIVE) (OTC Pink: GTREF) ("LIVE" or the "Company"), together with its wholly owned subsidiary Lithium Valley Holdings Corp. ("LVH"), is pleased to announce that it has entered into an amending agreement dated October 3, 2025 (the "Amendment") with US Critical Metals Corp. ("USCM"), and its subsidiary US Energy Metals Inc. ("USEM"), to restructure the terms of the existing Exploration and Option to Enter Joint Venture Agreement dated September 15, 2023 (the "Original Agreement") relating to the McDermitt East Lithium Project (the "Project").

Under the Amendment, LIVE and LVH have agreed to replace the joint venture and earn-in structure with a direct path for USCM/USEM to acquire a 100% interest in the Project on the following terms:

Payment I — Initial Acquisition (50% Interest):

• C$25,000 cash payable within 10 business days of execution;

• 1,283,000 common shares of USCM issued to LIVE/LVH within 10 business days of execution.

Payment II — Final Acquisition (Remaining 50% Interest):

• C$25,000 cash payable within 6 months;

• C$500,000, payable in USCM common shares, cash, or a combination thereof (at USCM/USEM's election), within 24 months of execution.

Upon completion of these payments, USCM/USEM will hold a 100% interest in the Project, subject to a retained royalty. LIVE and LVH will retain a 2% Net Smelter Returns (NSR) royalty on future production from the Project. USCM/USEM will have the right to buy back 1% of the NSR for C$1,000,000.

In addition, Live announces that it has received 167,000 common shares of USCM on October 6, 2025 issued at a deemed price of $0.30 per share, to grant USCM a six-month extension for certain exploration payments which were due under the Original Agreement.

About LIVE Energy Minerals Corp.

LIVE is a mining exploration company actively engaged in exploring for and identifying new opportunities in clean energy minerals in North and South America. LIVE holds applications for a 100% interest in the uranium, vanadium, and molybdenum, Messa Top Mine projects located in the Colorado Plateau, USA. LIVE has also retained an interest in the McDermitt Lithium East Project, Nevada, USA. LIVE is focused on creating value for its shareholders by combining quality project with proven exploration strategies and a team driven to achieve exceptional outcomes.

For further information, please contact:

Adrian Smith
Chief Executive Officer & Director
Live Energy Minerals Corp.
Email: adrian@liveenergyminerals.com
Phone: 604-687-2038

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.

Forward-Looking Statements

This news release contains certain statements that may be considered "forward-looking information" within the meaning of applicable securities laws, including statements regarding the completion of payments under the Amendment, the issuance of shares by USCM and the future ownership structure and performance of the Project. Forward-looking information also includes statements with respect to the potential exploration, development, and production of the Project, the retention and potential buyback of the royalty, and the strategic importance of the Project in relation to U.S. government critical minerals policy.

Forward-looking information is based on current expectations and assumptions, including assumptions regarding: receipt of all necessary regulatory approvals; the ability of USCM and its subsidiary to complete the required payments; the accuracy of technical and geological data; continued demand for lithium and other critical minerals; and the continuation of U.S. government initiatives to support domestic supply chains.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to: the failure of USCM. to make the required payments; the failure to obtain required approvals; exploration and development risks; operational risks; changes in commodity prices; changes in government policy; currency fluctuations; general market conditions and other risks described in the Company's most recent management's discussion and analysis ("MD&A") and other continuous disclosure filings, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Although the Company believes that the expectations reflected in the forward-looking information are reasonable as of the date hereof, readers are cautioned not to place undue reliance on such information. Forward-looking information is provided as of the date of this release, and the Company does not undertake any obligation to update or revise such information to reflect new events or circumstances, except as required by applicable law. New risk factors may emerge from time to time, and it is not possible to predict all such factors or assess their potential impact on the Company.

For further information, please contact the Company at: info@liveenergyminerals.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270966

FAQ

What did Live Energy Minerals (GTREF) agree on October 3, 2025 for McDermitt East?

An amendment gives US Critical Metals a direct path to acquire 100% of the project via staged payments and share issuances.

How much cash and shares were in Payment I under the GTREF amendment?

Payment I requires C$25,000 cash plus 1,283,000 USCM common shares within 10 business days.

What are the Payment II terms for USCM to complete the GTREF project acquisition?

Payment II requires C$25,000 cash within six months and C$500,000 (cash, shares, or combination) within 24 months.

What royalty does Live Energy Minerals retain after the GTREF transaction?

LIVE/LVH retain a 2% NSR royalty on future production, with USCM able to buy back 1% for C$1,000,000.

Did Live Energy Minerals receive any USCM shares in 2025 related to the McDermitt East deal?

Yes; LIVE received 167,000 USCM shares on October 6, 2025 at a deemed price of $0.30 per share.

When will USCM hold 100% interest in the McDermitt East project under GTREF terms?

USCM/USEM will hold 100% after completing the staged payments and share issuances described in the amendment.