Mr. Andrew Lee of Deeprock reports

ALLIED CRITICAL METALS CLOSES PRIVATE PLACEMENT IN CONNECTION WITH REVERSE TAKEOVER TRANSACTION

Deeprock Minerals Inc. and Allied Critical Metals Corp. have closed the previously announced private placement of subscription receipts of Allied Critical. Pursuant to the offering, Allied Critical issued an aggregate of 22,890,680 subscription receipts at a price of 20 cents per subscription receipt for approximately $4.6-million. Research Capital Corp. as the lead agent and sole bookrunner, together with ECM Capital Advisors Ltd., Beacon Securities Ltd. and Ventum Financial Corp., acted as agents for the brokered component of the offering.

"We are excited to have successfully secured this important equity financing, which strengthens our position as a leading player in the global tungsten market. As China reduces its exports of this critical mineral, our operations in Portugal have never been more crucial. This funding will enable us to continue development drilling, start on our pilot plant, enhance sustainability and eventually meet the growing global demand for tungsten," commented Roy Bonnell, chief executive officer of Allied Critical. "We are well positioned to provide a reliable, high-quality supply of tungsten to key industries, and we remain committed to delivering value to our shareholders and contributing to strategic resource security."

Summary of the offering

The offering was completed in connection with a series of transactions that will result in a reverse takeover of Deeprock by way of a three-cornered amalgamation among Allied Critical, Deeprock and Deeprock Holdings Ltd., a wholly owned subsidiary of Deeprock to be incorporated for the sole purpose of facilitating the amalgamation. Further details of the transaction were previously announced on Oct. 29, 2024. References herein to the resulting issuer refer to Deeprock following the completion of the transaction.

An aggregate of 22,890,680 subscription receipts were issued in connection with the offering. Each subscription receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions prior to the escrow release deadline (as defined below), including all conditions precedent to the transaction being satisfied, and without payment of additional consideration therefor, one unit of Allied Critical.

Each Allied Critical unit shall consist of one common share in the capital of Allied Critical and one-half of one Allied Critical share purchase warrant with each Allied Critical warrant entitling the holder thereof to acquire one additional Allied Critical share at a price of 25 cents per share for a period of 24 months from the date the escrow release conditions are satisfied. On completion of the transaction, the Allied Critical shares underlying the subscription receipts shall be exchanged for common share in the capital of the resulting issuer at a one-for-one exchange ratio. Furthermore, following the completion of the transaction, each Allied Critical warrant underlying the subscription receipts will entitle the holder thereof to purchase one resulting issuer share for a period of 24 months following the date the escrow release conditions are satisfied at a price of 25 cents per resulting issuer share, subject to any adjustments as set out in the warrant indenture entered into between Allied Critical, Deeprock and Odyssey Trust Company.

In connection with the offering, the company paid to the agents an aggregate amount equal to $260,460 consisting of the agent fee, an advisory fee and a corporate finance fee.

As additional consideration for the services of the agents, on the closing of the offering, Allied Critical granted: (i) an aggregate of 1,119,800 broker warrants to the agents, equal to 8.0 per cent of the number of subscription receipts sold pursuant to the brokered offering (reduced to 4 per cent for president's list purchasers up to $1.5-million); and (ii) an aggregate of 260,000 advisory warrants. Each compensation option entitles the holder thereof to acquire one Allied Critical unit, consisting of one Allied Critical share and one-half of one Allied Critical warrant, at an exercise price equal to 20 cents for a period of 24 months following the date the escrow release conditions are satisfied. Each compensation option warrant entitles the holder thereof to purchase one Allied Critical share at an exercise price equal to 25 cents for a period of 24 months following the date the escrow release conditions are satisfied, subject to adjustment in certain events as set out in the warrant indenture.

Proceeds of the brokered offering (less an amount equal to 50 per cent of the cash compensation, and all of the reasonable costs and expenses of the agents in connection with the offering) have been deposited into escrow with the subscription receipt agent until the satisfaction or waiver (to the extent such waiver is permitted) of the escrow release conditions, including all conditions precedent to the transaction.

In the event that the escrow release conditions have not been satisfied or waived (to the extent such waiver is permitted) by June 13, 2025, or such other date as Allied Critical and the lead agent may determine pursuant to the subscription receipt agreement, or Allied Critical advises the agents or announces to the public that it does not intend to satisfy the escrow release conditions, or that the transaction has been terminated in accordance with the terms of the definitive agreement between the Deeprock and Allied Critical, the aggregate issue price of the subscription receipts together with any earned interest shall be returned to the applicable holders of the subscription receipts (net of any applicable withholding taxes), and such subscription receipts shall be automatically cancelled and be of no further force and effect.

All subscription receipts issued in connection with the offering are subject to an indefinite statutory hold period in accordance with Canadian securities laws. Following completion of the transaction, the resulting issuer shares and resulting issuer warrants received upon the exchange of the Allied Critical shares and Allied Critical warrants underlying the subscription receipts will not be subject to a statutory hold period in Canada. The Canadian Securities Exchange has not yet conditionally approved the listing of the resulting issuer shares and resulting issuer warrants underlying the subscription receipts.

The proceeds of the offering are anticipated to be used principally for the resulting issuer's mineral property exploration programs, working capital requirements and general corporate purposes.

About Allied Critical Metals Corp.

Allied Critical Metals, a private company incorporated under the laws of Ontario, Canada, having a registered office in Toronto, Ont., is engaged in the acquisition, exploration and potential development of tungsten projects in Portugal. Allied Critical Metals beneficially owns, through its wholly owned Portuguese subsidiaries, Allied Critical Tungsten Unipessoal Lda. and Pan Metals Unipessoal Lda., 100 per cent of two historical and established Portuguese tungsten projects: the Borralha tungsten project and the Vila Verde tungsten project.

About Deeprock Minerals Inc.

Deeprock Minerals is a Canadian mineral exploration company headquartered in Vancouver, B.C., engaged in the acquisition, exploration and development of mineral resource properties in Canada.

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