Further Adjournment of Meeting for Approval of Spin-Off and Reverse Takeover With Allied Critical Metals
FURTHER ADJOURNMENT OF MEETING FOR APPROVAL OF SPIN-OFF AND REVERSE TAKEOVER
WITH ALLIED CRITICAL METALS CORP.
Vancouver, British Columbia – December 13, 2024 – DeepRock Minerals Inc. (the “Company” or
“Deeprock”)(CSE Symbol: “DEEP”), announces that the adjournment of its 2024 annual general and
special meeting of shareholders (the "Meeting") was held and further adjourned until December 30,
2024 at 10:00 am (Pacific Time). The Meeting was called to approve, among other annual business,
a plan of arrangement (the “Arrangement”) involving Deeprock, its shareholders and Allied Critical
Metals Corp. (“ACM”), as set forth pursuant to an arrangement agreement with an effective date of
September 30, 2024 between Deeprock and ACM (the “Arrangement Agreement”).
As previously advised on November 22, 2024, the Company conducted all annual matters proposed
at the Meeting on the initial meeting date of November 21, 2024 , but the Company had postponed
the approval of the Arrangement in order to provide additional time for ACM to produce separate
audited financial statements for the year ended June 30, 2024 and 2023 for predecessor issuer Pan
Metals Unipessoal Lda and related materials, and for the Company’s shareholders to review those
materials, which will be made available on the Company’s profile on SEDAR+ at www.sedarplus.ca
as permitted by the interim court order received by the Company on October 21, 2024.
As those materials are still underway, the Company has further adjourned the Meeting until
December 30, 2024.
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.ca. The record date and location for the
reconvened Meeting remain unchanged.
During the adjournment, the Company will continue to solicit votes from its shareholders with
respect to the Arrangement. Shareholders who have already submitted a proxy do not need to vote
again for the adjourned Meeting as all previously submitted proxies, including those submitted after
the original cut off date for the Meeting remain valid . The updated deadline for receipt of proxies is
December 24, 2024 at 3:00 pm (Pacific time) and for notices of dissent is December 24, 2024 at 10:00
am (Pacific time) or two business days prior to any further adjournment or postponement of the
Meeting. The board of directors of the Company continues to recommend that shareholders vote in
favour of the Arrangement and encourages all shareholders to submit their proxies before the new
cut-off date.
Shareholders with questions on how to vote their common shares are encouraged to contact the
Company’s transfer agent, Odyssey Trust Company, toll-free in North America at 1-888-290-1175 or
by email at [email protected] .
Assuming approval of the Arrangement at the adjourned Meeting on December 30, 2024, the
Company will seek a final order of the Court for approval of the Arrangement on January 9, 2025
which would allow for completion of the Arrangement and related transactions on or after that date.
- 2 -
Further Information
At the adjourned Meeting, the Arrangement will require the approval of (i) two-thirds of the votes cast
by shareholders at the Meeting and (ii) a simple majority of the votes cast by securityholders (each
of the shareholders and warrantholders of the Company voting as separate class) at the Meeting,
excluding votes from Andrew Lee and Keith Margetson and their respective associates.
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.
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
- 3 -
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 ass umptions 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 or otherwise,
except as required by applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place u ndue 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.