ACM.CN · 2021-05-25 12:00:00

DeepRock Minerals Announces a $300,000 Non-Brokered Private Placement

Financings

Page 1 of 1 | DeepRock Minerals Inc. | #1518 – 800 Pender Street W, Vancouver, BC V6C 2V6

For Immediate Release

May 25, 2021 - Vancouver, British Columbia - DeepRock Minerals Inc. (“DeepRock” or the “Company”)

(CSE Symbol: “DEEP”) , announces it will be conducting a non -brokered private placement of up to

$300,000 through the sale of 6,000,000 units (a “Unit”) at $0.05 each (the “Private Placement”). Each Unit

will be comprised of one common share and one common share purchase warrant with an exercise price of

$0.06 per share for a period of 24 months. The Company intends to use the proceeds of the Private

Placement for exploration expenditures and for general working capital. All securities issued under the

private placement will be subject to a four-month hold. A finder’s fee may be paid in connection with the

financing.

Subject to regulatory approval, the participation of the Company’s directors and officers, and other related

parties in the Private Placement would be considered a "related party transaction" pursuant to Multilateral

Instrument 61-101—Protection of Minority Security Holders in Special Transaction ("MI 61 -101"). The

Company is exempt from the requirements to obtain formal valuation and minority shareholder approval in

connection with the Insiders' participation in the Private Placement in reliance, respectively, on Section

5.5(b) of MI 61-101 as the Company is not listed on a "specified market" and on Section 5.7(1)(b) of MI

61-101 as a distribution of securities for cash not exceeding $2,500,000 which is approved by independent

directors. The Private Placement is not expected to result in the creation of a new control person of the

Company. To the Company’s knowledge, there is no material information concerning the Company or its

securities that has not been generally disclosed.

For more information, please contact:

Andrew Lee, CEO and Director

Telephone: (778) 302-2257

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