Mr. Andrew Lee reports

ALLIED CRITICAL METALS CORP. ANNOUNCES BROKERED PRIVATE PLACEMENT FOR REVERSE TAKEOVER OF DEEPROCK MINERALS INC.

Allied Critical Metals Corp. and Deeprock Minerals Inc. have arranged, on a best effort basis, a brokered private placement offering of subscription receipts of Allied Critical at a price of 20 cents per subscription receipt for gross proceeds of a minimum of $2.5-million and a maximum of $5-million. The offering is being conducted in connection with the previously announced plan of arrangement by Deeprock for the spinout and reverse takeover by Allied Critical, as previously announced in news releases dated June 14, 2024, Oct. 29, 2024, Nov. 14, 2024, and Nov. 22, 2024.

The offering is being led by Research Capital Corp. as the lead agent and sole bookrunner on behalf of a syndicate of agents, including ECM Capital Advisors Inc., Beacon Securities Ltd. and Ventum Financial Corp. In addition, Allied Critical has granted the agents an option to offer up to an additional number of subscription receipts for gross proceeds of up to 15 per cent of the gross proceeds of the offering at any time up to 48 hours prior to closing of the offering.

Each subscription receipt will entitle the holder, without payment of any additional consideration and upon satisfaction of escrow release conditions (defined below), to receive one unit of Allied Critical. Each unit is composed of one common share of Allied Critical and one-half common share purchase warrant. Each Allied Critical warrant entitles the holder to acquire an Allied Critical share at an exercise price of 25 cents per Allied Critical share for 24 months after the date of closing of the RTO. In addition, Allied Critical and Deeprock will use commercial reasonable efforts to obtain the necessary approvals to list the resulting issuer warrants (as defined herein) on the Canadian Securities Exchange upon completion of the RTO and concurrently with the listing of the RI shares.

On closing of the RTO, the Allied Critical shares and Allied Critical warrants will be exchanged on a one-for-one basis with common shares and common share purchase warrants of the resulting issuer of the RTO. The RI shares and RI warrants issued pursuant to the offering will not be subject to hold period or resale restrictions.

The net proceeds of the offering will be used for the resulting issuer's mineral property exploration program, working capital requirements and general corporate purposes.

About Allied Critical Metals Corp.

Allied Critical, 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 owns, through its wholly owned Portuguese subsidiary, Allied Critical Tungsten Unipessoal Lda., a Portuguese company named Pan Metals Unipessoal Lda., which beneficially owns 100 per cent of two historical and established Portuguese tungsten projects: the Borralha tungsten project and the Vila Verde tungsten project. Borralha is composed of a mining licence that allows for production of up to 150,000 tonnes per year of mineralized material covering an area of 382.5 hectares (3.8 square kilometres). Vila Verde is composed of an experimental exploration licence area covering 1,400 hectares (14 square kilometres). Both properties were past-producing mines which have excellent infrastructure, including paved and gravel roads, electricity, water, nearby skilled labour, and the ability to use existing waste dumps.

Allied Critical and Deeprock have prepared and filed geological technical reports prepared in accordance with National Instrument 43-101 (Standards for Disclosure of Mineral Projects) for each of Borralha and Vila Verde. The technical report in respect of the maiden mineral resource estimate of Allied Critical's Borralha tungsten project is titled "Technical Report on the Borralha Property, Parish of Salto, District of Vila Real, Portugal," dated effective July 31, 2024, and signed Oct. 1, 2024, and the technical report in respect of Allied Critical's Vila Verde tungsten project is titled "Technical Report on the Vila Verde Property, District of Vila Real, Portugal," dated effective July 30, 2024, and signed Oct. 1, 2024. The technical reports were prepared and written by J. Douglas Blanchflower, PGeo (PTP No. 1002071), and are available under Deeprock's profile on SEDAR+.

As described in the Borralha technical report, Borralha includes estimated mineral resources based on a cut-off grade of 0.10 per cent WO3 having reasonable prospects for eventual economic extraction with a 0.1-per-cent WO3 grade volume shell with less than 5,000-cubic-metre volume excluded, as follows:

• Indicated resources comprised 5.0 million tonnes grading 0.21 per cent WO3, 97 part per million tin, 762 ppm copper and 4.8 ppm silver;
• Inferred resources comprised 7.0 million tonnes grading 0.20 per cent WO3, 83 ppm tin, 642 ppm copper and 4.4 ppm silver.

Allied Critical has raised approximately $3.6-million in equity financing over the past 18 months, of which over $3.0-million has been spent on 3,685 metres of drilling and other exploration and the acquisition of the tungsten projects.

Further details on subscription receipt equity financing

Completion of the RTO and the offering pursuant to the arrangement is subject to final approval of the exchange, shareholders of Deeprock and the B.C. Supreme Court. Deeprock received an interim order for approval of the arrangement from the court on Oct. 21, 2024, and called a shareholders meeting on Nov. 21, 2024, which was adjourned to provide additional information to shareholders, including about the offering. A management information circular of Deeprock dated Oct. 23, 2024, will be further updated in a listing statement to be prepared and publicly filed prior to closing in accordance with the policies of the exchange.

In connection with the RTO, Deeprock will consolidate its shares on the basis of one share for each 40 shares held, and change the name of Deeprock to Allied Critical Metals Inc. or another name that is acceptable immediately prior to the closing of the RTO.

The gross proceeds of the offering, less the agent expenses and 50 per cent of the cash commission, will be deposited and held by a licensed Canadian trust company or other escrow agent mutually acceptable to the agents, Deeprock and Allied Critical in an interest-bearing account pursuant to the terms of a subscription receipt agreement to be entered into on the closing date (defined below) among Deeprock, Allied Critical, and the agents and the escrow agents. The escrowed funds (less the remaining 50 per cent of the cash commission, and any remaining costs and expenses of the agents) will be released from escrow to the resulting issuer, as applicable, upon satisfaction of the following conditions no later than the 90th day following the closing date, or such other date as may be mutually agreed to in writing between Deeprock, Allied Critical and the agents, including:

• (A) The completion of the share consolidation and name change of Deeprock;
• (B) The completion, satisfaction or waiver of all conditions precedent in the plan of arrangement to the spinout of the Golden Gate gold project in New Brunswick, the Ralleau project in Quebec, and all other assets and liabilities of Deeprock to a company to be incorporated under the laws of British Columbia as a wholly owned subsidiary of Deeprock (Deeprock Subco) to be named Revelation Minerals Inc. or such other name as determined, and distribute all of the common shares of Deeprock Subco to shareholders of Deeprock their pro rata proportion ownership of Deeprock;
• (C) The receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the exchange for the listing of the RI shares and the RTO;
• (D) The completion, satisfaction or waiver of all conditions precedent to the RTO in accordance with the definitive agreement signed Oct. 23, 2024, to the satisfaction of the agents;
• (E) The resulting issuer securities issued in exchange for the Allied Critical shares and Allied Critical warrants not being subject to any statutory or other hold period in Canada;
• (F) The representations and warranties of Allied Critical and Deeprock contained in the agency agreement to be entered into in connection with the offering being true and accurate in all material respects, as if made on and as of the escrow release date;
• (G) Allied Critical, Deeprock and the agents having delivered a joint notice and direction to the escrow agents, confirming that the conditions set forth in (A) to (F) above have been met or waived.

As a condition precedent to the execution by the agents of the joint notice and direction referred to in (G) above, the chief executive officer of each Deeprock and Allied Critical (or such other officers as may be acceptable to the agents, acting reasonably) will certify to the agents that the escrow release conditions (other than that set out in (G) above) have been satisfied.

If: (i) the satisfaction of the escrow release conditions does not occur on or prior to the escrow release deadline, or such other date as may be mutually agreed to in writing among Deeprock, Allied Critical and the agents; or (ii) Allied Critical has advised the agents or the public that it does not intend to proceed with the RTO transaction, then all of the issued and outstanding subscription receipts shall be cancelled, and the escrowed funds shall be used to pay holders of subscription receipts an amount equal to the issue price of the subscription receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the escrowed funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding subscription receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Deeprock's and Allied Critical's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

The offering is expected to close on or about Dec. 20, 2024, or such other date as agreed upon between Allied Critical and the lead agent, and is subject to certain conditions set out in the agency agreement. In connection with, and as a condition to, the completion of the RTO, the RI shares (including those issued in exchange for the Allied Critical shares and issuable pursuant to the warrants and options of the resulting issuer) will be listed on the TSX Venture Exchange.

In connection with the offering, the agents will receive an aggregate cash fee equal to 8 per cent of the gross proceeds of the offering, subject to a reduction for certain purchasers on a president's list. In addition, the resulting issuer will grant the agents, on the date of closing, non-transferable broker warrants equal to 8 per cent of the total number of units sold under the offering, subject to a reduction for certain purchaser on a president's list. Each broker warrant will entitle the holder thereof to purchase one unit, or equivalent units of the resulting issuer, at an exercise price of 20 cents per unit for a period of 24 months following the satisfaction or waiver of the escrow release conditions.

Proposed management team and directors

Upon completion of the RTO, the following individuals will comprise the management and board of directors of the resulting issuer.

Roy Bonnell, chief executive officer and director

Mr. Bonnell has founded and been chairman, chief executive officer or director of numerous capital, exploration and technology companies over 25-plus years. He is a member of the Law Society of Upper Canada, and holds an LLB from University of Western Ontario, an MSc from the London School of Economics and an MBA from McGill University.

Joao Barros, president, chief operating officer and director

Mr. Barros brings over 20 years of mining expertise, including most recently as president of Ascendant Resources Inc. and Redcorp-Empreendimentos Mineiros Lda. He specializes in exploration, environmental impact studies and feasibility assessments for mine operations in Portugal, and is a member of the Portuguese Engineers Association.

Keith Margetson, chief financial officer

Mr. Margetson has been a CPA since 1975, and has over 40 years in public accounting as an auditor and service provider for public and private companies. A B.C. Institute member, he has served as chief financial officer for six publicly traded firms and has run his own firm since 1992.

Andrew Lee, corporate secretary and director

Mr. Lee is the former managing director of York Harbour Metals Inc., and has 15 years in public mineral exploration, serving as director or officer for global projects, including gold in Ecuador and phosphate in Guinea-Bissau, West Africa.

Sean O'Neill, director and non-executive chairman

Mr. O'Neill is head of the securities practice group at Boughton Law Corp., with over 20 years of corporate and securities law experience advising global mining companies. He was called to the bar in British Columbia, Canada, in 2000, holds an LLB, a BSc in chemical engineering and an MBA, and is a registered PEng.

Michael Galego, director

Mr. Galego has been a co-founder and director of several businesses, including Canadian Securities Exchange- and TSX Venture Exchange-listed companies. He has over 10 years of corporate finance and merger-and-acquisition experience, is currently chief legal officer, director and co-founder of LNG Energy Group Corp., was a director of Woulfe Mining Corp., and was instrumental in its sale (including its Sandong tungsten mine in South Korea) to Almonty Industries Inc. Previously, he was CEO of the Stronach Group, agricultural division, and is currently the CEO of Apolo Capital Advisory Corp. He was named to Lexpert's top 40 under 40, is a member if the Institute of Corporate Directors and the TSX Venture Exchange Ontario local advisory committee, and is a member of the Law Society of Ontario.

Colin Padget, director

Mr. Padget is CEO, president and director of Founders Metals Inc., a gold exploration company in Suriname. With over 10 years in exploration and mining, he holds degrees in business administration, and a bachelor's degree and master's degree in geology.

Bridge financing

Prior to the closing of the offering, Allied Critical intends to complete a non-brokered private placement of unsecured, zero-coupon, convertible debentures of Allied Critical for gross proceeds of up to $200,000. The principal amount of the bridge debentures shall be convertible, for no additional consideration, into units at a conversion price of 20 cents per unit, at the option of the holder at any time prior to the maturity date (being the date of the listing of the RI shares).

About Deeprock Minerals Inc.

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

Qualified person

Douglas Blanchflower, BSc (honours), PGeo, is an independent qualified person for the purposes of National Instrument 43-101, and has reviewed and approved the scientific and technical information in this news release.

Further information

Allied Critical and Deeprock intend to provide additional information in subsequent news releases and/or supplement to Deeprock's information circular and the resulting issuer's listing statement to be prepared in accordance with the listing requirements of the exchange's policies.

Completion of the transaction 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

There can be no assurance that the transaction 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 transaction, any information released or received with respect to the transaction may not be accurate or complete, and should not be relied upon. Trading in the securities of Deeprock and the resulting issuer should be considered highly speculative.

We seek Safe Harbor.