DeepRock Minerals Closes First Tranche of Private Placement

Page 1 of 2 | DeepRock Minerals Inc. | #1518 – 800 West Pender St., Vancouver, BC V6C 2V6 | 778-322-2257

DEEPROCK MINERALS CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Vancouver, BC, June 1 3, 2024 – DeepRock Minerals Inc. (CSE: DEEP) ("DeepRock" or "the

Company"), announces today that further to its news release s dated March 20, 2024 and May 31,

2024, on the offering of up to 25,000,000 units at $0.02 each (the “Offering”), it has now closed the

first tranche of the non-brokered private placement Offering of 9,350,000 units (the " Units"), at a

price of $0.02 per Unit for gross proceeds of $187,000.00 (the “First Tranche”).

The Units issued consist of one common share of the Company (a “ Share”) and one-half of a non-

transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to

purchase one additional Share in the capital of the Company for $0.06 on or before June 12, 2026.

In the First Tranche, the Company paid cash finder’s fees of $8,800.00.

DeepRock will use the net proceeds from the First Tranche for the purchase of the net profit interest

in Portugal, property payments, marketing, general working capital and accounts payable.

As a subscriber to the Fi rst Tranche closing of the private placement, Andrew Lee, a director and

officer of the Company, acquired directly, 1,250,000 Units. As a subscriber to the Fi rst Tranche

closing of the private placement, Keith Margetson, a n officer of the Company, acquired directly,

1,000,000 Units. As a subscriber to the First Tranche closing of the private placement, Roger Baer,

a director of the Company, acquired directly, 500,000 Units. 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 Tr ansaction ("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 by relying on Section 5.5(b) of MI 61 -101 (as the

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

placement is a distribution of securities for cash not exceeding $2,500,000 which has been approved

by independent directors). The private placement is not expect ed 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.

The securities issued pursuant to the Offering are subject to a statutory hold period of four months

plus one day.

About DeepRock Minerals

DeepRock Minerals is a Canadian mineral exploration company headquartered in Vancouver, British

Columbia engaged in the acquisition, exploration, and development of mineral resource properties.

On Behalf of the Board of Directors

Andrew Lee

President/CEO/Director

604-720-2703 / [email protected]

Page 2 of 2 | DeepRock Minerals Inc. | #1518 – 800 West Pender St., Vancouver, BC V6C 2V6 | 778-322-2257

Cautionary Note Regarding Forward-Looking Statements

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts

responsibility for the adequacy or accuracy of this release. This news release contains "forward -

looking information" including statements with respect to the future exploration performance of the

Company. This forward -looking information involves known and unknown risks, uncertainties and

other factors which may cause the actual results, performance, or achievements of the Company to

be materially different from any future results, performance or achie vements of the Company,

expressed or implied by such forward -looking statements. These risks, as well as others, are

disclosed within the Company's filing on SEDAR, which investors are encouraged to review prior to

any transaction involving the securities of the Company. The forward-looking information contained

herein is provided as of the date of this news release and the Company disclaims any obligation,

other than as required by law, to update any forward -looking information for any reason. There can

be no assurance that forward -looking information will prove to be accurate, and the reader is

cautioned not to place undue reliance on such forward-looking information.