US Critical Metals Corp. entered into a binding letter of intent to acquire Holly Street Capital Ltd. (TSXV:HSC.P) in a reverse merger transaction on October 22, 2021. The Letter of Intent contemplates that Holly and USCM will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before February 15, 2022 (the “Definitive Agreement”), pursuant to which it is anticipated that Holly will acquire all of the issued and outstanding USCM shares, and shareholders of USCM will receive Post-Consolidation Holly Shares in exchange for their USCM Shares. US Critical Metals Corp. entered into a definitive agreement to acquire Holly Street Capital Ltd. in a reverse merger transaction on January 7, 2022. The Proposed Transaction will be structured as a three cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations. Prior to the closing of the Proposed Transaction, Holly will consolidate (the “Consolidation”) its outstanding Holly common shares on the basis of one new Holly common share for each 1.5 old Holly shares, such that, prior to closing of the Proposed Transaction, Holly will have approximately 5,006,666 post-consolidation common shares in its authorized capital issued and outstanding (“Post-Consolidation Holly Shares”). It is intended that at closing of the Proposed Transaction, Post Consolidation Holly Shares will be issued to holders of USCM Shares on the basis of one Post-Consolidation Holly Share for every one USCM Share, resulting in the issuance of an aggregate 27.5 million Post-Consolidation Holly Shares to the shareholders or USCM. It is also anticipated that at closing of the Proposed Transaction, all current common share purchase warrants of USCM, being 25 million USCM warrants will also be exchanged for common share purchase warrants of the Resulting Issuer in accordance with the terms of such warrants. It is anticipated that the Resulting Issuer will continue the business of USCM under the name “US Critical Metals Corp.” As of April 11, 2022, Holly Street Capital Ltd. changed its name to US Critical Metals Corp. and consolidated the share capital on the basis of one post-consolidation common shares in the capital of Holly Street Capital for every one and one-half pre-consolidation common shares.

At Closing, the parties hereby acknowledge and agree that the following individuals, being the Resulting Directors, will be appointed officers and directors of the Resulting Issuer which consists of Darren Collins as President and Chief Executive Officer, Keith Li as Chief Financial Officer and Corporate Secretary, Darren Collins, Peter Simeon, Marco Montecinos and Scott Benson as Directors. Upon completion of the Business Combination, Joel Freudman, Anthony Viele and Damian Lopez shall resign as directors of Holly Street. Joel Freudman shall resign as Chief Executive Officer and Ryan Cheung shall resign as Chief Financial Officer and Corporate Secretary of Holly Street. The Proposed Transaction may require the approval of the shareholders of US Critical Metals Corp, regulatory approval, Consolidation and consummation of concurrent financing. If required, US Critical Metals Corp. will hold a meeting of shareholders to seek all necessary approvals, the details of which will be disclosed once available. The Proposed Transaction will not require the approval of the shareholders of Holly Street Capital Ltd.

Mark Neighbor of McMillan LLP is acting as legal counsel to Holly Street Capital Ltd. and Peter Simeon of Gowling WLG (Canada) LLP is acting as legal counsel to US Critical Metals Corp. Olympia Trust Company Inc. is acting as transfer agent for Holly Street Capital.