Mr. Andrew Lee reports

SECURITYHOLDERS APPROVE SPIN-OFF AND REVERSE TAKEOVER WITH ALLIED CRITICAL METALS CORP.

Deeprock Minerals Inc. shareholders have overwhelmingly approved all matters voted on at the annual and special meeting held on Nov. 21 as adjourned to Dec. 30, 2024, including the approval of the previously announced plan of arrangement with Allied Critical Metals Corp. (ACM) which will result in, among other things, the spinoff of the company's existing assets and a reverse takeover of the company by ACM (see news releases dated June 14, 2024, Oct. 29, 2024, Dec. 4, 2024, and Dec. 20, 2024).

In relation to the arrangement, combined securityholders representing 18.85 per cent of the total securities outstanding passed the special resolution approving the arrangement with over 95 per cent voting in favor. The arrangement was also approved by over 94 per cent and 100 per cent of the votes casts by minority shareholders and warrantholders, respectively, voting as separate classes.

Deeprock will now apply for a final order of the Supreme Court of British Columbia approving the plan of arrangement on Jan. 9, 2025. The completion of the arrangement will be subject to receipt of all necessary approvals, including final acceptance by the Canadian Securities Exchange of the arrangement and other conditions customary in transactions of this nature as set forth in the arrangement agreement dated Sept. 30, 2024, between Deeprock and ACM, a copy of which is available on the company's SEDAR+ profile.

Further information on the arrangement can be found in management information circular dated Oct. 23, 2024, as supplemented Dec. 20, 2024, with the additional financial statements announced on that date, all which is available on Deeprock's SEDAR+ profile. The company will provide further updates on 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.