Filing of Additional Supplemental Materials Re: Approval of Spin-Off and Reverse Takeover With Allied Critical Metals Corp.
FILING OF ADDITIONAL SUPPLEMENTAL MATERIALS RE APPROVAL OF SPIN-OFF AND REVERSE
TAKEOVER WITH ALLIED CRITICAL METALS CORP.
Vancouver, British Columbia – December 20, 2024 – DeepRock Minerals Inc. (the “Company” or
“Deeprock”)(CSE Symbol: “DEEP”), announces that it has today filed on the Company’s profile on
SEDAR+ at www.sedarplus.com the following additional supplemental information:
(a) audited financial statements of Pan Metals Unipessoal Lda . (“Pan Metals”), a predecessor
issuer of Allied Critical Metals Corp. (“ ACM”), for the years ended June 30, 2024 and 2023
together with management’s discussion and analysis of Pan Metals for the years ended June
30, 2024 and 2023;
(b) updated pro forma financial statements of the proposed spin -off entity to which the
Company will transfer its existing assets, as at May 31, 2024;
(c) updated pro forma financial statements of the issuer following completion of the proposed
plan of arrangement (the “Arrangement”) involving Deeprock, its shareholders and ACM, as
at June 30, 2024, updated for the terms of the brokered private placement as announced by
the Company on December 4, 2024.
As previously advised on December 12, 2024, the Company further adjourned its 2024 annual
general and special meeting of shareholders (the " Meeting") until December 30, 2024 at 10:00 am
(Pacific Time). The Meeting was called to approve, among other annual business, the Arrangement,
as set forth pursuant to an arrangement agreement with an effective date of September 30, 2024
between Deeprock and ACM.
The details of the Meeting, including how to attend the Meeting, are set out in the Company's
management information circular dated October 23, 2024 (the "Circular") which is publicly available
under the Company's profile on SEDAR+ at www.sedarplus.com. The record date and location for
the reconvened Meeting remain unchanged.
Further Information
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any
securities in the United States. The securities to be issued in connection with the Arrangement
have not been and will not be registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration is available.
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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.
For further information concerning this press release, please contact:
DeepRock Minerals Inc.
Andrew Lee, President & CEO
Tel: 604-720-2703
The Canadian Securities Exchange has in no way passed on the merits of the Arrangement and
has neither approved nor disapproved the contents of this news release.
Cautionary Statement and Forward-Looking Information
All information contained in this news release with respect to the Company and ACM was supplied
by the parties, respectively, for inclusion herein, and each such party has relied on the other party
for any information concerning such party.
Certain statements contained in this press release constitute forward -looking information,
including statements regarding the expected issuance of approval of the Company’s shareholders
and the Exchange and the expected commencement of trading of the commo n shares of the
Resulting Issuer on the Exchange. These statements relate to future events or future performance.
The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”
and similar expressions and statements relating to matters that are not historical facts are intended
to identify forward-looking information and are based on the parties’ current belief or assumptions
as to the outcome and timing of such future events. Actual future results may differ materially. The
business of the Company is subject to a number of material risks and uncertainties. Please refer to
SEDAR+ filings for further details. Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in forward - looking information. Those
assumptions and factors are based on information currently available to the parties. The material
factors and assumptions include the parties being able to obtain the necessary corporate,
regulatory and other third parties approvals. The forward looking information contained in this
release is made as of the date hereof and the parties are not obligated to update or revise any
forward looking information, whether as a result of new information, future events o r otherwise,
except as required by applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue reliance on forward looking
information. The foregoing statements expressly qualify any forward looking information contained
herein.
Not for dissemination in the United States of America.