Mr. Andrew Lee reports

ADJOURNMENT OF MEETING FOR APPROVAL OF SPIN-OFF AND REVERSE TAKEOVER WITH ALLIED CRITICAL METALS CORP.

Deeprock Minerals Inc.'s 2024 annual general and special meeting of shareholders to approve annual business and special business has been adjourned until Dec. 12, 2024, at 10 a.m. Pacific Time. The meeting was called 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.

The company conducted all annual matters proposed at the meeting, but the company has postponed the approval of the arrangement. Prior to adjournment of the meeting, shareholders approved all of the annual business, including the election of directors: Andrew Lee, Roger Baer and Thomas Christoff. The purpose of the adjournment is to provide additional time for ACM to produce separate audited financial statements for the year ended June 30, 2024, and 2023 for predecessor issuer Pan Metals Unipessoal Lda. and related materials, and for the company's shareholders to review those materials, which will be made available on the company's profile on SEDAR+ as permitted by the interim court order received by the company on Oct. 21, 2024. In addition, the company intends to provide a further news release update next week as to progress with the previously announced concurrent financing in connection with the arrangement.

The details of the meeting, including how to attend the meeting, are set out in the company's management information circular dated Oct. 23, 2024, which is publicly available under the company's profile on SEDAR+. The record date and location for the reconvened meeting remain unchanged.

During the adjournment, the company will continue to solicit votes from its shareholders with respect to the arrangement. Shareholders who have already submitted a proxy do not need to vote again for the adjourned meeting as all previously submitted proxies, including those submitted after the original cut off date for the meeting remain valid. The updated deadline for receipt of proxies is Dec. 10, 2024, at 3 p.m. Pacific Time and for notices of dissent is Dec. 10, 2024, at 10 a.m. Pacific Time or two business days prior to any further adjournment or postponement of the meeting. The board of directors of the company continues to recommend that shareholders vote in favour of the arrangement and encourages all shareholders to submit their proxies before the new cut-off date.

Shareholders with questions on how to vote their common shares are encouraged to contact the company's transfer agent, Odyssey Trust Company, toll-free in North America at 1-888-290-1175 or by e-mail at clients@odysseytrust.com .

Assuming approval of the arrangement at the adjourned meeting on Dec. 12, 2024, the company will seek a final order of the court for approval of the arrangement on Dec. 16, 2024, which would allow for completion of the arrangement and related transactions on or after that date.

1. Further information

At the adjourned meeting, the arrangement will require the approval of (i) two-thirds of the votes cast by shareholders at the meeting and (ii) a simple majority of the votes cast by securityholders (each of the shareholders and warrantholders of the company voting as separate class) at the meeting, excluding votes from Mr. Lee and Keith Margetson and their respective associates.

Additional details regarding the terms of the arrangement can be found in the circular. The company will provide further updates on the meeting and the arrangement as they are available.

Completion of the arrangement is subject to a number of conditions, including but not limited to, exchange acceptance and if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the arrangement will be completed as proposed or at all.

There can be no assurance that the arrangement will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the arrangement, any information released or received with respect to the arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

We seek Safe Harbor.