Mr. Andrew Lee reports

DEEPROCK MINERALS ENTERS AGREEMENT TO ACQUIRE A NET PROFIT STREAM FROM ALLIED CRITICAL METALS TO ADVANCE A TUNGSTEN PILOT PLANT & QUARRY OPERATION IN PORTUGAL

Deeprock Minerals Inc. has signed a letter agreement with Allied Critical Metals Corp. to acquire a net profits stream for the Vila Verde tungsten-tin project test plant to process stockpiled tungsten mineralized material at the quarry. This stream delivers near-term financing to accelerate ACM's plans for its tungsten processing operations in Portugal.

Under the terms of the agreement, signed March 19, 2024, Deeprock will acquire a 10-per-cent net profits stream from the operation of a pilot plant processing tungsten mineralized material. The net profits stream in respect of the pilot plant is set to process up to 150,000 tonnes per year of tungsten mineralized material sourced from the Vila Verde tungsten property and the nearby Borralha tungsten property in Portugal. ACM holds exclusive contractual rights to acquire, develop and exploit these properties, collectively known as the Tungsten properties. Deeprock's 10-per-cent net profits interest will entitle Deeprock to receive the greater of 10 per cent of the net profits from the sale of tungsten concentrate produced by the pilot plant or $500,000 per year for a term of 10 years once the pilot plant is operating at an optimal level.

Net profit payments will be made quarterly following the commencement of commercial production from the pilot plant. To earn the 10-per-cent interest, Deeprock must pay ACM a total of $1-million in cash by April 30, 2024, with an initial deposit of $200,000 due by March 31, 2024, and $800,000 by April 30, 2024. Failure to complete the payment by the specified dates will result in the conversion of the deposit ($200,000) into common shares of ACM at a price of 10 cents per share for a total of two million ACM shares. The net profits agreement is subject to a definitive agreement, which will outline the detailed terms and conditions of the net profits streaming arrangement and these details will be disclosed in a future news release. The agreement is subject to applicable securities laws and the policies of the Canadian Securities Exchange and the company being able to raise the finances necessary to finance and close the transaction. No finder's fee was paid related to the proposed acquisition.

Andrew Lee, chief executive officer of Deeprock Minerals, stated: "This agreement underscores our commitment to sustainable resource development and marks a significant milestone in our strategic cash flow and growth initiatives. We are thrilled to be working with Allied on a near-term cash flow stream that involves tungsten-one of the most critical raw materials for the EU."

The acquisition is a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as Mr. Lee is a director and officer of Deeprock and ACM. However, the company is exempt from the requirements to obtain formal valuation and minority shareholder approval in connection with the acquisition in reliance, respectively, on Section 5.5(b) of MI 61-101 as the company is not listed on a specified market and on Section 5.7(1)(c) pursuant to Section 5.5(e) of MI 61-101 as a transaction supported by an arm's-length control person, Thomas Christoff who is a director and largest shareholder of the company holding voting rights for 19,275,000 common shares of the company representing 21.57 per cent of the issued and outstanding common shares of the company, comprising 6.36 million common shares (7.11 per cent) owned by Mr. Christoff and 12,915,000 common shares (14.45 per cent) of which he has discretionary voting control.

Private placement

The company also announces it intends to complete a non-brokered private placement financing of up to 25 million units of the company at a price of two cents per unit for aggregate gross proceeds of up to $500,000.

Each unit will consist of one common share of the company and one-half of one non-transferable common share purchase warrant. Each warrant will be exercisable by the warrant holder to acquire one additional common share at a price of six cents for a period of 24 months from the closing of the private placement. The proceeds from the offering will be used by the company towards the purchase of the net profit interest in Portugal, property payments, marketing, general working capital and accounts payable. The offering is expected to close on or about early April, 2024.

In consideration of the introduction to the company of investors in the offering, a finder's fee may be paid in cash or in securities of the company in accordance with applicable securities laws and Canadian Securities Exchange policies. The completion of the offering will be subject to receipt of and all necessary regulatory approvals, including, approval by the Canadian Securities Exchange. The securities issued in connection with the offering will be subject to a four-month hold period under applicable Canadian securities laws commencing on the closing date of the offering. It is anticipated that insiders of the company will participate in the offering. Participation of insiders of the company in the offering will constitute a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and the exemption from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

The company also announces today the resignation of Richard Shatto from its board of directors.

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.

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