Mr. Andrew Lee reports

REMINDER OF UPCOMING ANNUAL AND SPECIAL MEETING FOR APPROVAL OF SPIN-OFF AND REVERSE TAKEOVER WITH ALLIED CRITICAL METALS CORP.

Deeprock Minerals Inc. is reminding shareholders of the upcoming annual and special meeting to be held on Thursday, Nov. 21, 2024, at 10 a.m. PT. Further to the company's news release dated Oct. 29, 2024, the purpose of the meeting is to approve, among other annual business, a plan of arrangement involving Deeprock, its shareholders and Allied Critical Metals Corp. (ACM), as set forth pursuant to an arrangement agreement with an effective date of Sept. 30, 2024, between Deeprock and ACM.

A management information circular dated Oct. 23, 2024, along with a proxy or voting instruction form (VIF), as applicable, has been delivered to shareholders and warrantholders of the company as of a record date of Oct. 1, 2024. The particulars of the matters to be considered at the meeting are described in the circular which is publicly available under the company's profile on SEDAR+.

Shareholders are strongly encouraged to cast their votes by submitting a completed proxy or VIF in the manner as instructed therein, which must be received by the company's transfer agent, Odyssey Trust Company, (i) by mail to 350 -- 409 Granville St., Vancouver, B.C., V6C 1T2, Canada; (ii) by facsimile to 1-800-517-4553; or (iii) by e-mail. In order to be valid and acted upon at the meeting, the form of proxy must be received by the transfer agent no later than 3 p.m. PT on Nov. 19, 2024, or deposited with the chairman of the meeting before the commencement of the meeting.

Assuming approval of the arrangement at the meeting on Nov. 21, 2024, the company will seek a final order of the court for approval of the arrangement on Nov. 27, 2024, which would allow for completion of the arrangement and related transactions on or after Nov. 27, 2024.

The circular

As an update to the circular and the company's June 14, 2024, and Oct. 29, 2024, news releases, Deeprock advises that its board of directors have since determined that the arrangement is not a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions). While each of the company and ACM share a common director (Andrew Lee) and two common officers (Mr. Lee and Keith Margetson), ACM and Deeprock are not related parties to one another. Deeprock has reached this conclusion as (i) ACM holds no securities of Deeprock, (ii) Deeprock holds a small position in ACM (1.82 per cent on a partially diluted basis), (iii) there is no control person of Deeprock that is a control person of ACM, and (iv) the balance of the branches of the definition of related party in MI 61-101 are otherwise not met or not applicable. This determination supersedes the disclosure in the circular outlining the arrangement as a related-party transaction.

Notwithstanding the foregoing, the company still intends to seek majority of the minority shareholder approval for the arrangement at the meeting as outlined in the circular to address the potential of conflict of interest given the commonality of directors and officers outlined above and their respective equity interests in ACM and Deeprock. The 3,625,000 Deeprock shares held by Mr. Lee and the 1.8 million Deeprock shares held by Mr. Margetson will be excluded for the purposes of determining whether approval for the arrangement resolution is obtained.

We seek Safe Harbor.