Johnathan Dewdney Enters into a Warrant Exercise Agreement with US Critical Metals Corp.

Rhea-AI Summary

Johnathan Dewdney's securityholding percentage of US Critical Metals Corp. decreased to less than 10% on a partially diluted basis due to a warrant exercise agreement.

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• Johnathan's ownership in US Critical decreased to less than 10% on a partially diluted basis.

Vancouver, British Columbia--(Newsfile Corp. - September 8, 2023) - Johnathan Dewdney ("Johnathan") announces that he has filed an early warning report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for the purpose of reporting that his securityholding percentage of the total outstanding common shares of US Critical Metals Corp. ("US Critical") decreased to less than 10% on a partially diluted basis pursuant to certain warrant exercise agreement described below.

On September 8, 2023, Johnathan and Crowsnest Holdings Inc. ("Crowsnest"), a company controlled by Johnathan, entered into a warrant exercise agreement (the "Exercise Agreement") with US Critical (which has a head office at Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5), under which Johnathan and Crowsnest, have agreed, subject to certain conditions, that any exercise of 5,541,371 transferable share purchase warrants of US Critical (the "Warrants", with each Warrant exercisable to purchase an additional common share ("Common Share") of US Critical) held by Johnathan and Crowsnest, on a full or partial basis, is subject to a standard undertaking given by them to US Critical to not exercise such Warrants such that the number of Common Shares held by Johnathan, would result in equal to or greater than 10% of the issued and outstanding Common Shares (the "Transaction"). Furthermore, pursuant to the Exercise Agreement, Johnathan and Crowsnest have agreed that it will not be able to exercise such additional Warrants, unless the prior written approval of US Critical is obtained.

Assuming Johnathan proceeded to exercise the Warrants in full, it would, prior to entering into the Transaction hold 11,579,408 Common Shares representing approximately 17.1% of the issued and outstanding Common Shares on a partially-diluted basis or after the Transaction approximately 6,212,329 Common Shares or 9.9% of the issued and outstanding Common Shares on a partially diluted basis upon purchasing the maximum number of shares it is entitled under the Exercise Agreement, assuming no further issuances of Common Shares by US Critical.

Immediately prior to the time that Johnathan and Crowsnest entered into the Exercise Agreement, Johnathan had ownership or control, directly or indirectly, over 6,038,037 common shares of US Critical, which 558,066 Common Shares are held jointly by Johnathan and Crowsnest, representing approximately 9.7% of the number of Common Shares of US Critical then issued and outstanding, on a non-diluted basis, and approximately 17.1% of the number of Common Shares of US Critical then issued and outstanding on a partially-diluted basis.

As a result of the Exercise Agreement, Johnathan's ownership in US Critical decreased to less than 10% on a partially diluted basis.

Immediately following the Exercise Agreement, Johnathan continued to beneficially own, and exercise control or direction over 6,038,037 Common Shares and 5,541,371 Warrants, subject to the Exercise Agreement, representing approximately 9.7% of the issued and outstanding Common Shares on a partially diluted basis, resulting in a decrease to his diluted holdings of approximately 7.1%.

Any securities of US Critical acquired by Johnathan in connection with the transactions described here will be for investment purposes. Johnathan may, depending on market and other conditions, increase or decrease beneficial ownership or control in the securities of US Critical, or otherwise deal with such securities in such manner as deemed advisable through market transactions, private agreements or otherwise.

This news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed on US Critical's SEDAR profile at www.sedarplus.ca.

For more information or to obtain a copy of the early warning report filed in respect of this press release, contact Johnathan Dewdney at 700 - 1090 W Georgia St Vancouver BC V6E 3V7.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/180034