Mr. Roy Bonnell reports

ALLIED CRITICAL METALS ANNOUNCES COMPLETION OF REVERSE TAKE-OVER

Allied Critical Metals Inc. (formerly, Deeprock Minerals Inc.) has completed the transaction resulting in the reverse takeover of Deeprock by Allied Critical Metals Corp., a private company incorporated under the laws of the Province of Ontario. Further details of the transaction are available in the company's listing statement dated April 23, 2025, which can be found under the company's profile on SEDAR+. The company owns 100 per cent of two historical and established Portuguese previously producing tungsten projects: the Borralha tungsten project and the Vila Verde tungsten project.

"The completion of the transaction represents a pivotal step for the company as we work to establish ourselves as one of only a few reliable suppliers of critical minerals for western markets," said Roy Bonnell, chief executive officer of the company. "In an environment where resource nationalism continues to reshape global supply chains and governments around the world are prioritizing domestic access to critical minerals, our tungsten projects in Portugal are exceptionally well positioned to support this shift. Currently, global tungsten production is concentrated in nations such as China and Russia; therefore, securing alternative sources has never been more important. Becoming a publicly listed company enhances our ability to advance these assets, create long-term value and contribute to the security of supply for industries that depend on these essential materials."

The transaction

The transaction was completed by way of a plan of arrangement, which included a three-cornered amalgamation, pursuant to which, among other things: (i) ACM amalgamated with a wholly owned subsidiary of the company (Amalco), incorporated for the purposes of the amalgamation, pursuant to the provisions of the Business Corporations Act (Ontario); and (ii) all of the outstanding common shares of ACM were cancelled and, in consideration therefor, the holders thereof received postconsolidation common shares of the company on a one-for-one basis.

Prior to the completion of the transaction and pursuant to the plan of arrangement, the company changed its name to Allied Critical Metals Inc. and consolidated its common shares on a one-for-40 basis, as well as transferred is existing assets and liabilities to a wholly owned subsidiary Revelation Minerals Inc. and distributed common shares of Revelation to the company's shareholders pro rata with the result that for each postconsolidation common share held, a shareholder received one common share of Revelation. The company has determined based on tax and other advice not to proceed with the subsequent continuation from British Columbia to Cayman Islands and will remain a B.C. company.

In connection with the transaction, on March 25, 2025, ACM completed a brokered private placement of subscription receipts at a price of 20 cents per subscription receipt, pursuant to which the company issued an aggregate of 22,890,680 subscription receipts for aggregate gross proceeds of approximately $4.6-million. Concurrent with closing of the transaction today, each subscription receipt was converted into units of the resulting issuer consisting of one resulting issuer share and one-half of one common share purchase warrant, with each such resulting issuer warrant entitling the holder thereof to acquire one resulting issuer share at an exercise price of 25 cents per share for a period of 24 months from the date of issuance, pursuant to the provisions of a subscription receipt agreement entered into among the company, ACM, Odyssey Trust Company, Research Capital Corp., ECM Capital Advisors Ltd., Beacon Securities Ltd. and Ventum Financial Corp. dated March 13, 2025. In connection with the offering, ACM granted: (i) an aggregate of 1,119,800 broker warrants to the agents, equal to 8.0 per cent of the number of subscription receipts sold pursuant to the brokered offering (reduced to 4 per cent for president's list purchasers up to $1.5-million); and (ii) an aggregate of 260,000 advisory warrants. Each compensation option entitles the holder thereof to acquire one unit, consisting of one resulting issuer share and one-half of one resulting issuer warrant, at an exercise price equal to 20 cents for a period of 24 months following April 17, 2025, being the date on which the escrow release conditions were satisfied or waived, as applicable. On closing of the transaction, an additional 203,475 resulting issuer shares and 101,734 resulting issuer warrants were issued to RCC in lieu of cash payable to RCC under the offering.

Board of directors and executive management

Following the completion of the transaction, the following individuals comprise the directors and officers of the company:

• Roy Bonnell, chief executive officer and director;
• Joao Barros, president, chief operating officer and director;
• Keith Margetson, chief financial officer;
• Andrew Lee, corporate secretary and director;
• Sean O'Neill, director and non-executive chairman;
• Michael Galego, director;
• Colin Padget, director.

Resumption of trading

Trading in the resulting issuer shares was previously halted on the Canadian Securities Exchange on Oct. 29, 202,4 in connection with the announcement of the transaction. Until the CSE provides its final approval, trading in the resulting issuer shares will remain halted. Upon resumption of trading, which is expected to occur by April 29, 2025, the resulting issuer shares will trade under the symbol ACM. Final approval by the CSE is subject to the satisfaction of all listing conditions, including the completion of the continuation of Amalco into British Columbia and its subsequent vertical amalgamation with the company, which are expected to be completed shortly.

About Allied Critical Metals Inc.

The company is headquartered in Vancouver, B.C., and is engaged in the acquisition, exploration and development of mineral resource properties in Canada, as well as the acquisition, exploration and potential development of tungsten projects in Portugal. Allied Critical Metals beneficially owns, through its wholly owned Portuguese subsidiaries, ACM Tungsten Unipessoal Lda. and Pan Metals Unipessoal Lda., and 100 per cent of two historical and established Portuguese tungsten projects: the Borralha tungsten project and the Vila Verde tungsten project.

We seek Safe Harbor.