DEEPROCK MINERALS INC.

LISTING STATEMENT

DATED AS OF APRIL 23, 2025

This Listing Statement is intended to provide full, true and plain disclosure about Deeprock. It is not, and is not to be construed as, a prospectus. It has not been reviewed by a securities regulatory authority and no securities are being sold or qualified for distribution by the filing of this Listing Statement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Listing Statement may constitute forward-looking information under the meaning of applicable securities laws, which are based on the opinions, estimates and assumptions of the management of Deeprock and ACM, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Forward-looking information may include views related to the completion of the Spin-Out, the Reverse Takeover and the Continuation, the perceived benefits of the Transactions, the timing of the Transactions, the satisfaction of conditions to the completion of the Transactions and the listing of the Resulting Shares issued in connection with the Transactions, the objectives, business plans and strategies of the Parties, the financial and industry conditions, future capital expenditures of the Parties, including timing, amount and nature thereof and sources of financing, pro forma information of the Resulting Issuer, projection of capital markets, market prices and- costs, supply and demand of the Parties' products, relevant governmental regulatory regimes, realization of anticipated benefits of the Transactions, movements in currency exchange rates, forecasted business results, anticipated financial performance, and other expectations of Deeprock and ACM and are often, but not always, identified by the use of words such as "aim", "anticipate", "believe", "budget", "continue", "could", "estimate", "expect", "forecast", "foresee", "intend", "may", "might", "plan", "potential", "predict", "project", "seek", "should", "strive", "targeting", "will" and similar words suggesting future outcomes or statements regarding an outlook.

Such statements reflect the current views of the management of Deeprock and ACM, as the case may be, with respect to future events and, are based on information currently available to Deeprock and ACM, as the case may be, and are subject to certain risks, uncertainties and assumptions, including those discussed below. Many factors could cause the actual results, performance or achievements of Deeprock or ACM to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

These risks and uncertainties include, but are not limited to, possible failure to complete the Transactions, potential liabilities associated with the Transactions, employment retention and relations, the satisfaction of the closing conditions in accordance with the Arrangement Agreement, the anticipated Effective Date of the Spin-Out, the Reverse Takeover and the Continuation, the absence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement, the delay in or increase in cost of completing the Spin-Out, the Reverse Takeover and the Continuation or the failure to complete the Spin-Out, the Reverse Takeover or Continuation for any other reason and the risks described under "Risk Factors" in this Listing Statement.

Although the forward-looking information contained in this Listing Statement is based upon what Deeprock and ACM, as the case may be, believes are reasonable assumptions, Deeprock Shareholders are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. The assumptions made in preparing the forward-looking information may include the assumptions that the conditions to complete the Spin-Out, the Reverse Takeover and Continuation will be satisfied, that the Spin-Out, the Reverse Takeover and Continuation will be completed within the expected time frame at the expected cost and that Deeprock and ACM will not fail

to complete the Reverse Takeover for any other reason including but not limited to the matters discussed under the "Risk Factors" in this Listing Statement.

These factors should be considered carefully, and the reader should not place undue reliance on the forward-looking information. Forward-looking information is made as of the date of this Listing Statement, and Deeprock does not intend, and does not assume any obligation, to update or revise forward-looking information, except as may be required under applicable laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

Market and Industry Data

This Listing Statement includes market and industry data that has been obtained from third-party sources, including industry publications, as well as industry data prepared by management of Deeprock and ACM on the basis of their knowledge of and experience in the mining industry (including management's estimates and assumptions relating to such industry based on that knowledge). The knowledge of management of Deeprock and ACM of such industries has been developed through their respective experience and participation in such industries. Although management of Deeprock and ACM believe such information to be reliable, neither Deeprock nor ACM, nor their respective management, has independently verified any of the data from third-party sources referred to in this Listing Statement or ascertained the underlying economic assumptions relied upon by such sources. References in this Listing Statement to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Listing Statement.

Currency Presentation

The Resulting Issuer reports in Canadian dollars. Accordingly, unless otherwise indicated, all references to “$” in this Listing Statement refer to Canadian dollars.

Information Contained in this Listing Statement

The information contained in this Listing Statement is given as at April 23, 2025, except where otherwise noted. No person has been authorized to give any information or to make any representation in connection with the Spin-Out, the Reverse Takeover or Continuation and other matters described herein other than those contained in this Listing Statement and, if given or made, any such information or representation should be considered not to have been authorized by Deeprock.

This Listing Statement does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Information contained in this Listing Statement should not be construed as legal, tax or financial advice and Deeprock Shareholders are urged to consult their own professional advisors in connection therewith. Descriptions in this Listing Statement of the terms of the Arrangement Agreement are summaries of the terms of those documents and qualified in their entirety by reference to the full text of those documents.

Deeprock Shareholders should refer to the full text of each of the Arrangement Agreement for complete details of those documents.

Documents Incorporated by Reference

The full text of the Arrangement Agreement, including the Plan of Arrangement, is available on Deeprock’s SEDAR+ profile at www.sedarplus.ca and is incorporated by reference herein.

TABLE OF CONTENTS

Page

GLOSSARY... 1
CORPORATE STRUCTURE... 12
2.1 Deeprock... 12
2.2 ACM... 12
2.3 Deeprock Spinco... 13
2.4 Resulting Issuer... 13
GENERAL DEVELOPMENT OF THE BUSINESS... 14
3.1 Deeprock... 14
3.2 ACM... 16
3.3 Resulting Issuer... 43
SUMMARY OF THE ARRANGEMENT... 45
USE OF PROCEEDS... 77
DIVIDENDS OR DISTRIBUTIONS... 79
6.1 Deeprock... 79
6.2 ACM... 79
MANAGEMENT'S DISCUSSION AND ANALYSIS... 79
7.1 ACM... 79
7.2 ACM... 79
DESCRIPTION OF SECURITIES DISTRIBUTED... 80
8.1 Deeprock... 80
8.2 ACM... 80
8.3 Resulting Issuer... 80
PRIOR SALES... 82
9.1 Deeprock... 82
9.2 ACM... 83
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER... 83
PRINCIPAL SECURITYHOLDERS AND SELLING SECURITYHOLDERS... 86
11.1 ACM... 86
11.2 Resulting Issuer... 86

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TABLE OF CONTENTS
(continued)
Page

DIRECTORS, EXECUTIVE OFFICERS, AND PROMOTERS ... 86
12.1 Resulting Issuer ... 86
EXECUTIVE COMPENSATION ... 93
13.1 Deeprock ... 93
13.2 ACM ... 95
13.3 Resulting Issuer ... 99
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 105
14.1 Resulting Issuer ... 105
AUDIT COMMITTEES AND CORPORATE GOVERNANCE ... 105
RISK FACTORS ... 108
16.1 Deeprock ... 109
16.2 ACM ... 109
16.3 Resulting Issuer ... 109
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ... 117
17.1 Deeprock ... 117
17.2 ACM ... 117
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS ... 117
AUDITORS, TRANSFER AGENTS AND REGISTRARS ... 118
19.1 Deeprock ... 118
19.2 Resulting Issuer ... 118
MATERIAL CONTRACTS ... 119
20.1 Deeprock ... 119
20.2 ACM ... 119
EXPERTS ... 122
OTHER MATERIAL FACTS ... 123
SIGNIFICANT ACQUISITIONS ... 123
23.1 ACM ... 123
FINANCIAL STATEMENTS ... 126

SCHEDULE A FINANCIAL STATEMENTS OF ALLIED CRITICAL METALS
CORP. FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 ... 4

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TABLE OF CONTENTS
(continued)

Page

SCHEDULE B MD&A OF ALLIED CRITICAL METALS CORP. FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 ... 1

SCHEDULE C FINANCIAL STATEMENTS OF ALLIED CRITICAL METALS CORP. FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 ... 1

SCHEDULE D MD&A OF ALLIED CRITICAL METALS CORP. FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 ... 1

SCHEDULE E FINANCIAL STATEMENTS OF PAN METALS UNIPESSOAL LDA. FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 ... 1

SCHEDULE F FINANCIAL STATEMENTS OF PAN METALS UNIPESSOAL LDA. FOR THE YEARS ENDED JUNE 30, 2023 AND 2022 ... 2

SCHEDULE G MD&A OF PAN METALS UNIPESSOAL LDA. FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 ... 3

SCHEDULE H FINANCIAL STATEMENTS OF DEEPROCK MINERALS INC. FOR THE YEARS ENDED NOVEMBER 30, 2024 AND 2023, NOVEMBER 30, 2023 AND 2022 AND THE YEARS ENDED NOVEMBER 30, 2022 AND 2021 ... 4

SCHEDULE I MD&A OF DEEPROCK MINERALS INC. FOR THE YEARS ENDED NOVEMBER 30, 2024 AND 2023 AND NOVEMBER 30, 2023 AND 2022 ... 1

SCHEDULE J PRO FORMA BALANCE SHEET AND INCOME STATEMENT OF THE RESULTING ISSUER AS OF DECEMBER 31, 2024 ... 2

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1. GLOSSARY

Unless the context otherwise requires or where otherwise provided, the following words and terms shall have the meanings set forth below when used in this Listing Statement, including the schedules hereto. These defined words and terms are not always used herein and may not conform to the defined terms used in the schedules and exhibits to this Listing Statement.

"ACM" means Allied Critical Metals Corp.

"ACM Board" means the board of directors of ACM.

"ACM Debentures" means the unsecured convertible debentures to be issued pursuant to the ACM Debenture Financing which bear interest at the rate of 5% per annum, maturing five years after the date of issuance, and convertible into Resulting Issuer Shares at the conversion price equal to the then applicable 20-day volume weighted average price subject to the policies of the CSE.

"ACM Debenture Financing" means the brokered financing of ACM Debentures for aggregate gross proceeds of up to €11,000,000 over a period of 24 months from May 31, 2024 which is not expected to close until after completion of the Arrangement.

"ACM Shares" means the common shares in the capital of ACM.

"ACM Shareholders" means the shareholders of ACM.

"ACM Tungsten" means ACM Tungsten Unipessoal Lda., a company existing under the laws of Portugal, which is a direct wholly-owned subsidiary of ACM.

"ACM Unit" means the units of ACM issued to holders of Subscription Receipts upon satisfaction or waiver of the Escrow Release Conditions, wherein each ACM Unit is comprised of one ACM Share and one-half ACM Warrant.

"ACM USA" mean Allied Critical Metals (USA) Inc., which is a wholly-owned subsidiary of ACM incorporated under the laws of Pennsylvania on March 7, 2025.

"ACM Warrant" means one ACM Share purchase warrant exercisable for a period of 24 months from the date of issuance at a price of $0.25 per ACM Share.

"Amalco" means the corporation resulting from the amalgamation of Deeprock Ontario Subco and ACM pursuant to the Amalgamation.

"Amalco Shares" means the common shares in the capital of Amalco.

"Amalco2" means the corporation resulting from the vertical amalgamation of Amalco and New Deeprock pursuant to the Vertical Amalgamation.

"Amalco2 Shares" means the common shares in the capital of Amalco2.

"Amalgamation" means the amalgamation of Deeprock Ontario Subco with ACM in accordance with the terms and subject to the conditions of the Arrangement Agreement pursuant to which Deeprock Ontario Subco and ACM will amalgamate to form Amalco and ACM Shareholders will receive Deeprock Shares on the basis of one post-Consolidation Deeprock Share for each one ACM Share held.

"Arrangement" means the arrangement under Section 288 of the BCBCA on the terms and conditions set out in the Arrangement Agreement.

"Arrangement Agreement" means the Arrangement Agreement dated effective September 30, 2024, between Deeprock and ACM, which is available on Deeprock's SEDAR+ profile at www.sedarplus.ca, and which is incorporated by reference herein.

"Arrangement Consideration" means the Deeprock Spinco Shares to be transferred to Deeprock Shareholders and the New Deeprock Shares (or the ultimate Resulting Issuer Shares in replace of the New Deeprock Shares) issued to Deeprock Shareholders in exchange for them transferring Deeprock Shares to Deeprock under the Plan of Arrangement.

"Assignment Agreement" means the Assignment and Assumption Agreement between ACM and Dalmington dated March 27, 2023 as amended April 10, 2023.

"Assignment" means the assignment of Dalmington's rights to and assumption of its obligations by ACM for the acquisition of Pan Metals and the Tungsten Projects under the Assignment Agreement.

"Authorization" means, with respect to any Person, any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, by-law, rule or regulation, of, from or required by any Governmental Entity having jurisdiction over the Person.

"Auto-Convert Debenture" means a convertible debenture of ACM in which the applicable principal and unpaid interest converts into ACM Shares at the Listing Price automatically immediately prior to the RTO which are otherwise due on the Listing deadline date which is presently April 30, 2025.

"BCBCA" means the Business Corporations Act (British Columbia).

"Borralha" means the Borralha Tungsten Project.

"Borralha 1% NSR" means the 1% net smelter returns royalty in respect of Borralha which was held by arm's length vendors, Adriano Barros, Robert Kiefer, and Miroan Holdings Limited, which royalty was purchased for cancellation by ACM on September 17, 2024.

"Borralha Technical Report" means the technical report prepared in accordance with NI 43-101 in respect of the Borralha Tungsten Project, dated effective July 31, 2024.

"Borralha Tungsten Project" means the mineral property located in northern Portugal, registry number C-167, covering an area of 382.48 hectares, granted by means of a concession agreement entered into between the DGEG and Mineralia on October 28, 2021 for a period of 25 years, which was published in the Portuguese Official Gazette on December 2, 2021 under reference 527/2021; the Borralha Property is held by Mineralia beneficially in trust for Pan Metals pursuant to a promissory transfer agreement, under which Mineralia will transfer registered title to Pan Metals upon request when convenient for Pan Metals.

“Borralha Special Warrant”

means the special warrant issued by ACM to Pan Iberia, vesting on the later of 12 months plus one day after the date of Listing, which are exercisable upon vesting for no additional consideration into Resulting Issuer Shares equal to the number of such common shares equal to $1,000,000 USD (at a conversion rate of $1.34 CAD/USD) divided by the greater of 1.5x Listing Price and the 20-day VWAP of Resulting Issuer Shares immediately preceding the public announcement of the Borralha Technical Report; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between ACM and Pan Iberia (presently agreed to be April 30, 2025) the rights and obligations of the Borralha Special Warrant shall become null and void and the $1,340,000 CAD face value of the Borralha Special Warrant shall be due to Pan Iberia under a promissory note without interest with a maturity date of April 29, 2029.

The Resulting Issuer Shares issuable upon vesting of the Borralha Special Warrants are subject to a 3 year escrow commencing on vesting date (instead of the Listing Date) with a release schedule under the "Usual case" in section 4.3.1 of National Policy 46-201, wherein 10% are released from escrow on vesting and 15% are released every six months thereafter over 36 months.

“Bridge Financing”

means the non-brokered bridge financing of ACM to raise gross proceeds of up to $500,000 through the private placement sale of zero coupon convertible debentures, the principal amount and the fees associated therewith (comprised of a 5% arrangement fee and up to $25,000 legal and administrative fees, pro rata among the subscribers under the Bridge Financing) are convertible into Subscription Receipts at the Listing Price, thereby forming part of the Concurrent Financing.

“Broker Warrants”

means the warrants issued in connection with the Concurrent Financing wherein each Broker Warrant entitles the holder to acquire an ACM Unit (or Resulting Issuer unit, a "RI Unit") at a price of $0.20/ACM Unit (or $0.20/RI Unit) for 24 months from the date of Listing, wherein each RI Unit is comprised of one Resulting Issuer Share and one-half common share purchase warrant of the Resulting Issuer (each whole warrant a "RI Warrant") and each RI Warrant entitles the holder to acquire a Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for a period of 24 months from the date of Listing.

“Canadian Securities Laws”

means the Securities Act (British Columbia), together with all other applicable securities Laws, rules and regulations and published policies thereunder or under the securities laws of any other province or territory of Canada.

“Circular”

means the management information circular dated October 23, 2024 prepared in connection with the Meeting and filed on Deeprock’s SEDAR+ profile at www.sedarplus.ca, including all schedules thereto.

“Companies Act”

means the Companies Act (2022 Revision)(Cayman Islands), as amended.

“compensation securities”

includes, in respect of an issuer, stock options, convertible securities, exchangeable securities and similar instruments, including stock

appreciation rights, deferred share units and restricted stock units, granted or issued by an issuer or any of its subsidiaries for services provided or to be provided, directly or indirectly, to the issuer or any of its subsidiaries.

"Concurrent Financing"
means the concurrent private placement equity financing by ACM to raise an anticipated minimum of $2,500,000 up to $5,000,000 in proceeds by the issuance of Subscription Receipts at price of $0.20 per Subscription Receipt (the "Listing Price") as further described under the heading "The Concurrent Financing".

"Consolidation"
means the consolidation of Deeprock Shares on a 40-to-1 basis pursuant to the terms and conditions of the Plan of Arrangement, including the corporate change of name to "Allied Critical Metals Inc." or such name as determined by the Deeprock Board.

"Continuation"
means the continuation of Amalco2, as the Resulting Issuer, out of British Columbia pursuant to the BCBCA and into the jurisdiction of Cayman Islands, which is permitted by, and will be effected in accordance with, the applicable provisions of the Companies Act.

"Court"
means the Supreme Court of British Columbia.

"Closing"
means completion of the Transactions.

"CSE"
means the Canadian Stock Exchange.

"Dalmington"
means Dalmington Investments Limitada, a company incorporated under the laws of Portugal. Dalmington is 33.3% owned by a company owned or controlled by Sean O'Neill, and 33.3% owned by a company owned or controlled by Andrew Lee.

"Deeprock"
means Deeprock Minerals Inc.

"Deeprock Board" or "Board"
means the board of directors of Deeprock.

"Deeprock Shares"
means common shares in the capital stock of Deeprock.

"Deeprock Shareholders"
means the holders of Deeprock Shares.

"DGEG"
means the General Directorate of Energy and Geology of Portugal.

"Dissenting Shareholder"
means a registered Deeprock Shareholder who: (i) has duly and validly exercised their dissent rights in strict compliance with the dissent procedures set out in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order and this Plan of Arrangement; and (ii) has not withdrawn or been deemed to have withdrawn such exercise of dissent rights.

"DRS"
means Direct Registration System that allows registered securities to be held in electronic form without having a physical security certificate issued as evidence of ownership.

"Effective Date"
means the date of the Spin-Out and the RTO.

"Effective Time"
means 12:01 a.m. (Pacific time) on the Effective Date.

"Final Order"
means the final order of the Court pursuant to Section 291 of the BCBCA approving the Arrangements, as such order may be amended, modified,

supplemented or varied by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

“Deeprock Subco” means a wholly owned subsidiary of Deeprock to be incorporated for the purposes of the Spin-Out under the laws of British Columbia named “Revelation Minerals Inc.” or such other name determined by the Deeprock Board.

“Deeprock Subco Shares” means common shares in the capital stock of Deeprock Subco.

“Deeprock Ontario Subco” means a wholly owned subsidiary of Deeprock to be incorporated for the purposes of the RTO under the laws of Ontario named “Deeprock Holdings Ltd.” or such other name as determined by the Deeprock Board.

“Deeprock Ontario Subco Shares” means common shares in the capital stock of Deeprock Ontario Subco.

“Deeprock Spinco” means Deeprock Subco following completion of the Spin-Out.

“Deeprock Spinco Shares” or “Spinco Shares” means the common shares in the capital stock of Deeprock Subco.

“Deeprock Warrant” means a common share purchase warrant of Deeprock.

“Deeprock Warrantholders” means holders of Deeprock Warrants.

“Escrow Agent” means Odyssey Trust Company, as escrow agent.

“Escrow Release Conditions” means the escrow release conditions whereupon holders of Subscription Receipts receive one ACM Unit for each Subscription Receipt for no additional consideration, as further described under the heading “The Concurrent Financing”.

“Esperanca Option Agreement” means the option agreement between Deeprock and BHBC Exploracao Mineral Ltda and RTB Geologia e Mineracao Ltda dated February 9, 2023 granting the option to Deeprock to acquire a 100% interest in the Esperanca Property which is a 2,969 hectare mineral claim package comprising 1.5 contiguous claim blocks in Brazil’s Minas Gerais State, located approximately 40 km west of Sigma Lithium’s Grota do Cirilo property, the largest lithium hard rock deposit in the Americas; Deeprock has the option to acquire the Esperanca Property over three option periods consisting of cash payments of $100,000, issuing 200,000 Deeprock Shares and minimum cumulative expenditures of $200,000 in exploration work on the property.

“Esperanca Property” means the 2,969 hectare mineral claim package comprising 1.5 contiguous claim blocks in Brazil’s Minas Gerais State, located approximately 40 km west of Sigma Lithium’s Grota do Cirilo property, the largest lithium hard rock deposit in the Americas.

“Fairness Opinion” means the fairness opinion of Evans & Evans, attached to the Circular as Schedule “L”.

“Golden Gate Gold Project” means the mineral property rights that the Issuer has to acquire a 100% interest in the Falls Grid Property claims located approximately 15km west of Bathurst, New Brunswick and the option to acquire a 100%

interest in the Lugar Property, which is contiguous with the Falls Grid Property, and the Falls Grid Property and the Lugar Property comprise the Golden Gate Gold Project.

“Golden Gate Option Agreement”
means the option agreement between Deeprock and George Willett dated June 24, 2019 as amended April 17, 2024 pursuant to which Deeprock may acquire a 100% interest in the Golden Gate Gold Project by paying $50,000 and issuing 500,000 Deeprock Shares.

“Governmental Entity”
means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, ministry, bureau or agency, domestic or foreign; (b) any stock exchange, including the CSE; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, antitrust, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing.

“Interim Order”
means the interim order of the Court as the same may be amended, in respect of the Arrangements, and made pursuant to the BCBCA, providing for, among other things, the calling and holding of the Meeting, as the same may be amended, modified, supplemented or varied by the Court.

“Law”
means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other legally binding requirements, whether domestic or foreign, and the terms and conditions of any Authorization of or from any Governmental Entity, and, for greater certainty, includes Canadian Securities Laws.

“Letter Agreement”
means the letter agreement between Deeprock and ACM dated June 14, 2024 providing for the general terms and conditions of the Arrangement.

“Listing”
means the listing and posting for trading on the CSE of the Resulting Issuer Shares.

“Listing Price”
means the price per ACM Unit pursuant to the Concurrent Financing.

“Lugar Option Agreement”
means the option agreement between Deeprock and Gerard Roy and Rose Hanan dated July 22, 2021 as amended April 17, 2024 pursuant to which Deeprock may acquire a 100% interest in the Lugar Property through a cash payment of $105,000 and the issuance of 1,000,000 Deeprock Shares and a 1.25% NSR royalty on the Lugar Property.

“Lugar Property”
means the mineral claim package comprising 112 contiguous claim blocks that adjoin and surround the northern border of the Golden Gate Gold Project.

“Meeting”
means the annual general and special meeting of Deeprock Shareholders held on December 12, 2024 at 10:00 a.m. (Vancouver time) at 700 – 595

Burrard Street, Vancouver and any adjournment or postponement thereof.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

“Mineralia” means Mineralia-Minas, Geotecnia e Construcoes Lda., a company existing under the laws of Portugal, which holds the Tungsten Projects beneficially in trust for Pan Metals.

“Name Change” means the name change of Deeprock to “Allied Critical Metals Corp.”

“Named Executive Officer” has the definition ascribed to it in Form 51-102F6V – Statement of Executive Compensation under National Instrument 51-102 – Continuous Disclosure Obligations.

“NEO” means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.

“New Deeprock” means Deeprock after completion of the Consolidation.

“New Deeprock Shares” means a new class of post-Consolidation common shares in the capital of New Deeprock, created pursuant to the Plan of Arrangement, with the rights, privileges, restrictions and conditions set out in of the Plan of Arrangement, as set forth in the Arrangement Agreement.

“NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

“NI 54-101” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

“NPS Agreement” means the letter agreement (the “NPS Agreement”) between Deeprock and ACM dated on or about March 20, 2024 to acquire a 10% net profits stream for the Vila Verde Tungsten Project pilot plant to process alluvial tungsten mineralised material at the property. Under the terms of the agreement, Deeprock will acquire for payment to ACM of $1,000,000 a 10% net profits stream from the pilot plant processing 150,000 tonnes per year of tungsten mineralized material; and Deeprock advanced only

$122,000 to ACM and the parties agreed that the advance shall be converted into ACM Shares at a price of $0.10 per share.

"Omnibus Plan"
means the securities incentive plan adopted by Deeprock and attached as Schedule "K" to the Circular.

"Pan Iberia"
means Pan Iberia Limited, a company existing under the laws of the United Kingdom, which sold Pan Metals, together with the Tungsten Projects, on April 29, 2024 to ACM and its wholly-owned subsidiary, ACM Tungsten.

"Pan Metals"
means Pan Metals Unipessoal Lda., a company existing under the laws of Portugal as a wholly owned subsidiary of ACM, wholly-owned by ACM's direct wholly owned subsidiary ACM Tungsten.

"Parties"
means Deeprock and ACM, and "Party" means any one of them, as the context requires.

"Person"
includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

"Pilot Plant"
means the pilot plant that ACM intends to construct, commission and operate at the Vila Verde Tungsten Project to process 150,000 tonnes per year of mineralized material initially and subsequently up to 300,000 tonnes of mineralized material.

"Plan of Arrangement"
means the plan of arrangement of the Deeprock Shareholders, in the form attached to the Arrangement Agreement, and any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or upon the direction of the Court in the Final Order.

"Pro-Rata Percentage"
means, with respect to each Deeprock Shareholder, the percentage determined by dividing the number of Deeprock Shares held by such Deeprock Shareholder immediately prior to the Effective Time by the total number of Deeprock Shares held by all Deeprock Shareholders immediately prior to the Effective Time.

"Ralleau Option Agreement"
means the option agreement between Deeprock and Madoro Metals Corp. dated April 5, 2017 as amended to acquire 50% of the Ralleau Project which option has been satisfied and exercised for Deeprock to acquire a 50% interest in the Ralleau Project.

"Ralleau Project"
means the 59 contiguous claims that covers part of Ralleau and Wilson townships approximately 50 km east of Lebel-sur-Quevillon, a small community in north-western Quebec.

"Record Date"
means October 1, 2024.

"Regulatory Approvals"
means any approval of a Governmental Entity required for completion of the Arrangement, but excluding the Interim Order and the Final Order.

"Response"
has the meaning ascribed thereto in "Court Approval of the Arrangement" of this Listing Statement.

“Resulting Issuer” means Deeprock as the resulting issuer, following completion of the Plan of Arrangement including completion of the Consolidation, Spin-Out, RTO and Continuation, which will have had changed its corporate name to “Allied Critical Metals Inc.” in connection with the Consolidation.

“Resulting Issuer Board” means the board of directors of the Resulting Issuer.

“Resulting Issuer Shares” means the common shares in the capital of the Resulting Issuer.

“Resulting Issuer Shareholders” means the holders of Resulting Issuer Shares.

“Retained 10% Interest” means the 10% ownership interest in each of the Borralha Tungsten Project and the Vila Verde Tungsten Project held Dalmington, acquired pursuant to the Assignment and subsequently transferred to Pan Metals on December 3, 2024 for nominal consideration.

“Retained 1% NSR” means the 1% net smelter returns royalty granted by Pan Metals to Dalmington in respect of all production from the Tungsten Projects, which was acquired pursuant to the Assignment and subsequently transferred to Pan Metals and cancelled on December 3, 2024 for nominal consideration.

“Reverse Takeover” or “RTO” means the reverse take-over completed by way of a three-cornered amalgamation among Deeprock, ACM and Deeprock Ontario Subco.

“RTO Consideration Shares” means all of the issued and outstanding ACM Shares, all of which are to be transferred to Deeprock in exchange for the issuance of post-Consolidation Deeprock Shares to the holders of ACM Shares on a one-for-one basis pursuant to the Reverse Takeover.

“RTO Effective Time” means 12:05 a.m. (Pacific time) after the Spin-Out and Consolidation on the Effective Date.

“RSU” means the restricted share units of Deeprock issuable under the RSU Plan.

“RSU Plan” means the restricted share unit plan which is part of the Omnibus Plan.

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder.

“Special Warrants” means the Borralha Special Warrants and the Vila Verde Special Warrants.

“Spin-Out” means the capital reorganization of Deeprock to be undertaken pursuant to the Plan of Arrangement under which Deeprock will transfer and assign all of its assets (other than Deeprock Ontario Subco) to Deeprock Subco which shall assume all liabilities of Deeprock, and the current Deeprock Shareholders will each receive New Deeprock Shares and Deeprock Subco Shares.

“Stock Option” means the stock options granted by Deeprock pursuant to the pursuant to the Omnibus Plan.

“Stock Option Plan” means the current 10% rolling stock option plan which is part of the Omnibus Plan.

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"Subscription Receipts"
means the subscription receipts of ACM issued under the Concurrent Financing, wherein each Subscription Receipt entitles the holder to acquire one ACM Unit for no additional consideration upon satisfaction or waiver of the Escrow Release Conditions.

"Subsidiary"
has the meaning ascribed thereto in National Instrument 45-106 - Prospectus Exemptions.

"Tax Act"
means the Income Tax Act (Canada), as amended.

"Technical Report"
means the technical report with respect to the Borralha Tungsten Project entitled "Technical Report on the Borralha Property – Parish of Salto – District of Vila Real, Portugal" dated effective July 31, 2024.

"Transactions"
means the Consolidation, Spin-Out, Reverse Takeover and Continuation pursuant to the terms of the Arrangement Agreement and any transactions, such as the Concurrent Financing, ancillary to it or associated with it.

"Transfer Agent"
means Odyssey Trust Company.

"Tungsten Projects"
means the Borralha Tungsten Project and the Vila Verde Tungsten Project located in northern Portugal.

"Vertical Amalgamation"
has the meaning ascribed to the term in the section titled: "Summary of the Circular – Proposed Continuation of the Resulting Issuer".

"Vila Verde"
means the Vila Verde Tungsten Project.

"Vila Verde Special Warrants"
means the special warrants issued by ACM to Pan Iberia, vesting on the later of 36 months plus one day after the date and the date that Pan Metals is issued by the applicable governmental authorities in Portugal a definitive mining exploitation license for commercial production (the "Mining Exploitation License") of tungsten at commercially viable levels from Vila Verde within 5 years of Listing, which are, if vested, exercisable for no additional consideration into Resulting Issuer Shares equal to $2,000,000 USD (at a conversion rate of $1.34 CAD/USD) divided by the greater of two times (2x) the Listing Price and the 20-day VWAP of Resulting Issuer Shares determined immediately preceding the public announcement of the Mining Exploitation License; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between ACM and Pan Iberia (presently agreed to be April 30, 2025) the rights and obligations of the Vila Verde Special Warrants shall become null and void and the $2,680,000 CAD face value of the Vila Verde Special Warrants shall be due to Pan Iberia under a promissory note without interest with a maturity date of April 29, 2029.

The Resulting Issuer Shares issuable upon vesting of the Vila Verde Special Warrants are subject to a 3 year escrow commencing on vesting date (instead of the Listing Date) with a release schedule under the "Usual case" in section 4.3.1 of National Policy 46-201, wherein 10% are released from escrow on vesting and 15% are released every six months thereafter over 36 months.

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"Vila Verde Technical Report" means the technical report prepared in accordance with NI 43-101 in respect of the Vila Verde Tungsten Project, dated effective July 30, 2024.

"Vila Verde Tungsten Project" means the experimental exploration rights in respect of the Vila Verde mineral property covering an area of 1,400 hectares located in northern Portugal, which is in the process of being converted into and registered in the name of Pan Metals by the DGEG to Mineralia (on behalf of Pan Metals), further to a research and prospecting agreement with registry number MN/PP/014/13 entered into between the DGEG and Mineralia on July 22, 2013, which, in accordance with Announcement no. 5985/2020 on April 9, 2020 published in the Portuguese Official Gazette.

"Voting Agreements" means the voting agreements entered into by directors and senior officers of Deeprock, and certain Deeprock Shareholders pursuant to which, and subject to the terms thereof, they agreed to vote their Deeprock Shares in favour of the Plan of Arrangement and the Omnibus Plan.

"Warrants" means common share purchase warrants of the Resulting Issuer.

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2. CORPORATE STRUCTURE

2.1 Deeprock

The full corporate name of Deeprock is “Deeprock Minerals Inc.” Deeprock, originally “1020647 B.C. Ltd.”, was incorporated on December 1, 2014. On March 6, 2017, Deeprock changed its name to “Deeprock Minerals Inc.” Deeprock Shares are listed on the CSE under the trading symbol “DEEP” and is a reporting issuer in British Columbia, Alberta, and Ontario. In connection with the completion of the Transactions, Deeprock intends to complete the Consolidation, the Spin-Out, the RTO and the Continuation pursuant to the Plan of Arrangement.

The head office of Deeprock is located at 615 – 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6 and the registered office of Deeprock is located at 606-889 West Pender Street, Vancouver, B.C., V6B 3C2. As at the date of the Listing Statement, Deeprock is in good standing in the jurisdiction in which it is incorporated (i.e. the Province of British Columbia).

Deeprock has a wholly-owned subsidiary, Deeprock Subco, which is governed by the laws of British Columbia, which is formed for the purpose of completing the Spin-Out. Deeprock also intends to incorporate Deeprock Ontario Subco prior to the RTO for the purpose of completing the Amalgamation with ACM. See Section 2.3 of this Listing Statement.

2.2 ACM

ACM was incorporated under the laws of Ontario on January 12, 2023 under the name “Allied Critical Metals Corp.” For more information, see Section 3.2 of this Listing Statement.

The head office of ACM is located at 615 – 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6 and the registered office of ACM is located at Suite 1800, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T9.

Pursuant to the Arrangement, following the Reverse Takeover including the Amalgamation, ACM will amalgamate with Deeprock Ontario Subco forming Amalco which will be wholly-owned by the Resulting Issuer following which Amalco will complete the Vertical Amalgamation with the Resulting Issuer.

The following diagram depicts the current intercorporate relationships among ACM and its two wholly-owned subsidiaries, ACM Tungsten and Pan Metals, which are both governed by and existing under the laws of Portugal, and ACM USA which is existing under the laws of Pennsylvania, USA.

2.3 Deeprock Spinco

Deeprock Subco was incorporated on January 15, 2025, and at the Effective Time, Deeprock will transfer all of its assets other than Deeprock Ontario Subco, to Deeprock Subco and Deeprock Subco will assume all of the liabilities of Deeprock (the “Assets and Liabilities Transfer”). After the Assets and Liabilities Transfer, Deeprock and Deeprock Subco will complete the Spin-Out and Deeprock Subco will become Deeprock Spinco. As a result, Deeprock Spinco will become a reporting issuer in British Columbia, Alberta and Ontario but its common shares will not be listed on any stock exchange. The head office of Deeprock Subco is located at 615 – 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6, and its registered and records office is located at Suite 830-999 West Broadway, Vancouver, Canada, V5Z 1K5.

Deeprock Subco is wholly-owned by Deeprock and was formed solely to complete the Spin-Out. Upon completion of the Spin-Out, Deeprock Subco will become Deeprock Spinco with no subsidiaries.

2.4 Resulting Issuer

Pursuant to the Arrangement, ACM and Deeprock Ontario Subco will complete the Amalgamation which results in the Reverse Takeover. Upon completion of the Reverse Takeover, Amalco will continue out of Ontario into British Columbia and then will complete the Vertical Amalgamation with the Resulting Issuer under the name “Allied Critical Metals Inc.” with the trading symbol “ACM” and will then, if the board of directors determine it in the best interests of the Resulting Issuer, continue out of British Columbia into the Cayman Islands pursuant to the Continuation also under the name, “Allied Critical Metals Inc.” Upon completion of the Continuation, the registered office of the Resulting Issuer would be located at Suite 5305, Third Floor, 18 Forum Lane, Camana Bay, P.O. Box 1990, Grand Cayman, KY1-1104, Cayman Islands

and the head office will be located at Rua Jose Eigenmann, 90, 4715-199, Braga, Portugal. If the Resulting Issuer is not continued to the Cayman Islands, its registered address will be at Suite 1420, 701 West Georgia Street, Vancouver, British Columbia, Canada, V7Y 1E4 and its head office will be located at 615 – 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6.

Pursuant to the Transactions, the constating documents of Resulting Issuer will be amended to effect the name change from "Deeprock Minerals Inc." to "Allied Critical Metals Inc." creating the Resulting Issuer Shares.

Upon the completion of the Reverse Takeover, the Resulting Issuer will have two wholly-owned Portuguese subsidiaries (formerly, wholly-owned by ACM pre-Arrangement), ACM Tungsten Unipessoal Lda. and Pan Metals Unipessoal Lda. The Deeprock Spinco, following the Spin-Out, will no longer be a wholly-owned subsidiary of Deeprock and will become a separate reporting issuer in the Provinces of British Columbia, Alberta and Ontario.

3. GENERAL DEVELOPMENT OF THE BUSINESS

3.1 Deeprock

Deeprock is in the business of acquiring properties by staking initial claims, negotiating for permits from government authorities, negotiating with holders of claims or permits, entering into option agreements

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to acquire interests in claims, or purchasing companies with claims or permits. On these properties, Deeprock explores for minerals on its own or in joint ventures with others. Exploration for metals usually includes surface sampling, airborne, or ground geophysical surveys and drilling. Deeprock is not limited to any particular metal or region.

History

On July 21, 2021, Deeprock entered into an option agreement (the “Lugar Property Option Agreement”) to acquire a 100% interest in the Lugar Property, a 2,800-hectare mineral claim package comprising 112 contiguous claim blocks that adjoin and surround the northern border of the Golden Gate Gold Project. Deeprock’s option to acquire a 100% right, title and ownership interest in the Lugar Property over a 4-year period consist of cash payments of $120,000, and minimum accumulative expenditures of $225,000 in exploration work in accordance with the following schedule:

Pay $5,000 within 5 days of the agreement’s execution date (paid);
Pay $10,000 (paid) and incur minimum expenditures of $25,000 by the first anniversary (incurred);
Pay $25,000 and incur minimum expenditures of $25,000 by the second anniversary;
Pay $35,000 and incur minimum expenditures of $75,000 by the third anniversary; and
Pay $45,000 and incur minimum expenditures of $100,000 by the fourth anniversary.

The Lugar Property is subject to a 1.25% net smelter return royalty and Deeprock has an option to purchase 0.5% of the net smelter royalty return for $1,000,000. and the remaining 0.75% at anytime at a price to be agreed upon.

As at November 30, 2023, Deeprock owes $25,000 in option payments under the Lugar Property Option Agreement and is committed to obtain financing for the remaining $105,000 of payments. The option agreement is currently in default.

On August 31, 2021, Deeprock entered into an agreement with Augustine Trading Professionals SRL (“Augustine”) to acquire 100% interest in a prospective exploration property located in Romania’s northern Apuseni Mountains, pursuant to which Deeprock has agreed to:

Make a cash payment of $275,000 on signing (paid);
Issue 9,000,000 Deeprock Shares to Augustine when the exploration license is granted to Deeprock;
Deeprock will issue an additional 9,000,000 Deeprock Shares to Augustine upon the acceptance for filing of an independent resource estimate of no less than 1,000,000 ounces of gold with a minimum cut-off grade of 1 gpt in accordance with NI 43-101; and
a 2% net smelt return royalty with the option of Deeprock to purchase 1% of the net smelt return royalty for $1,000,000.

As Deeprock has not received the exploration permit from the Romanian government for the Dragon Valley Property, and is uncertain as to when the permit will be received, Deeprock has impaired the property until the permit is issued.

On February 9, 2023, Deeprock entered in an option agreement with BHBC Exploração Mineral Ltda. and RTB Geologia E Mineração Ltda. to acquire a 100% interest in the Esperança Property, 2,969.15-hectare mineral claim package comprising 1.5 contiguous claim blocks in Brazil’s Minas Gerais State, a mining-

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friendly jurisdiction located approximately 40 kms west of Sigma Lithium’s Grota do Cirilo property, the largest lithium hard rock deposit in the Americas.

The Deeprock’s option to acquire a 100% right, title and ownership interest in the Esperança Property over 3 option periods consist of cash payments of $100,000, issuing 200,000 common shares of Deeprock, and minimum accumulative expenditures of $200,000 in exploration work in accordance with the following schedule:

Pay $25,000 within 5 days of the agreement’s execution date (paid);
Issue 100,000 shares within 5 days of the agreement’s execution date (not issued – waiting for the vendor on how to register the shares);
Pay $25,000 and issue 100,000 shares due October 1, 2023 (not issued – waiting for the vendor on how to register the shares);
Incur $200,000 in exploration expenditures before September 20, 2024; and
Pay $50,000 before September 20, 2025.

The vendor retains a 2% net smelter return and Deeprock has an option to purchase 1% of the net smelter return for $500,000.

On July 2, 2024, the option agreement was amended whereby the minimum accumulative expenditures were reduced to $100,000 to be incurred by March 31, 2025, and the company agreed to issue an additional 1,200,000 common shares (issued).

On March 20, 2024, Deeprock announced a letter agreement (the “NPS Agreement”) with ACM to acquire a 10% net profits stream for the Vila Verde Tungsten Project pilot plant to process alluvial tungsten mineralised material at the property. Under the terms of the agreement, Deeprock will acquire for payment to ACM of $1,000,000 a 10% net profits stream from the pilot plant processing 150,000 tonnes per year of tungsten mineralized material. Deeprock advanced only $122,000 to ACM and the parties agreed that the advance shall be converted into ACM Shares at a price of $0.10 per share. In September 2024, by mutual agreement between Deeprock and ACM, $100,000 was converted into 1,000,000 common shares of ACM and the balance of $22,000 was returned to Deeprock on September 27, 2024.

On June 14, 2024, Deeprock announced a letter agreement with ACM providing for the general terms and conditions of the Arrangement.

3.2 ACM

ACM is engaged in the acquisition, exploration and development of Tungsten Projects in Portugal.

ACM was incorporated under the laws of Ontario on January 12, 2023 under the name "Allied Critical Metals Corp." Dalmington entered into the agreement for the acquisition of 100% of Pan Metals and its Tungsten Properties on February 15, 2023 (the "Acquisition Agreement") and then assigned to ACM its rights and the obligations were assumed by ACM pursuant to an assignment and assumption agreement dated March 27, 2023 and amended April 10, 2023 (the "Assignment Agreement"). Pursuant to the Assignment Agreement, ACM entered into the Acquisition Agreement, as amended June 30, 2023, November 30, 2023 and March 18, 2024.

On July 18, 2023, ACM entered into a letter agreement (the "QT Agreement") with Solid Impact Investments Corp. ("Solid") for a reverse takeover and concurrent financing as the qualifying transaction

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(the "QT") of Solid as the going public listing transaction of ACM. The QT Agreement terminated under its terms as the parties as the parties did not complete a definitive agreement for the QT by the outside deadline date of December 31, 2023.

Under the terms of the Acquisition Agreement, ACM carried out exploration and development of the Tungsten Properties, including drilling 13 reverse circulation drill holes, totalling 3,685.4 metres on Borralha. The technical report for Borralha was completed effective as of July 31, 2024, including a mineral resource estimate for Borralha. The technical report for Vila Verde was completed effective as of July 30, 2024.

On January 1, 2024, ACM entered into the Sales and Marketing Agreement to appoint Ocean Partners USA, Inc. as its exclusive sales and marketing agent for marketing and sales of tungsten and tin products produced from the Pilot Plant and Borralha. (See "Material Contracts—Sales and Marketing Agreement".)

On March 19, 2024, ACM entered into the NPS Agreement with Deeprock wherein ACM agreed to grant a net profit stream interest in the tungsten concentrate production from the Pilot Plant. Deeprock advanced ACM $122,000 pursuant to the Pilot Plan and the parties agreed to convert $100,000 into common shares of ACM at $0.10 per share and return the remaining $22,000. (See "Material Contracts—NPS Agreement".)

On April 29, 2024, ACM, through its wholly-owned Portuguese subsidiary, ACM Tungsten Unipessoal Lda, completed the acquisition of Pan Metals and its Tungsten Projects. See "Tungsten Projects—The Borralha Tungsten Project—Property Description, Location and Access" and "Tungsten Projects—The Vila Verde Tungsten Project—Property Description, Location and Access" below. Pursuant to the Assignment Agreement and Acquisition Agreement, ACM entered into the Retained 1% NSR Agreement granting a 1% net smelter returns royalty on the Tungsten Projects to Dalmington and the Retained Interest Promissory Transfer Agreement to hold the Retained 10% Interest beneficially in trust for Dalmington. ACM also entered into the Promissory Transfer Agreement wherein Mineralia agreed to hold the Tungsten Projects beneficially in trust for ACM's wholly-owned subsidiary Pan Metals. (See "Material Contracts".)

On June 7, 2024, ACM entered into an agency engagement letter with FundBox Sociedade de Capital de Risco S.A. ("FundBox"), an asset fund manager in Portugal to provide the ACM Debenture Financing debt financing initially of up to €11,000,000 under multiple tranches over a period of 24 months, which is not expected to begin closing under after completion of the Arrangement. (See "Material Contracts—FundBox Agency Agreement".)

On June 14, 2024, ACM entered into the Letter Agreement with Deeprock, setting out the terms of the Arrangement, which is replaced by the definitive Arrangement Agreement.

On July 29, 2024 ACM entered into the Debt Amendment Agreement with Pan Iberia to amend the terms of debt instruments between ACM and Pan Iberia. (See "Material Contracts—Debt Amendment Agreement".)

On December 3, 2024, Dalmington transferred the Retained 10% Interest and the Retained 1% NSR back to Pan Metals for nominal consideration so that Pan Metals now owns 100% of Borralha and 100% of Vila Verde.

For additional details, please also see Management's Discussion and Analysis of ACM for the years ended June 30, 2024 and 2023, attached hereto as Schedule B and the audited financial statements of ACM for the years ended June 30, 2024 and 2023, attached hereto as Schedule A, and the Management's

Discussion and Analysis of ACM for the three and six months ended December 31, 2024 attached as Schedule C and the interim financial statements of ACM for the three and six months ended December 31, 2024 attached as Schedule D.

The Tungsten Projects

The Borralha Tungsten Project

The scientific and technical information in this summary relating to Borralha is derived from, and some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in the Borralha Technical Report dated effective July 31, 2024, prepared for Deeprock by Minorex Consulting in accordance with NI 43-101. Such assumptions, qualifications and procedures are not fully-described in this Listing Statement and the following summary does not purport to be a complete summary of the Borralha Technical Report. Reference should be made to the full text of the Borralha Technical Report, which will be available for review under the Deeprock's profile on SEDAR+ on www.sedarplus.ca.

Property Description, Location and Access

The Borralha property (the 'Project' or 'Property') surrounds the past productive Borralha tungsten tin mine that is situated approximately 3 kilometres south of the Venda Nova Dam, 40 kilometres east of the city of Braga, or 100 kilometres northeast from the Francisco Sá Carneiro airport in the major city of Porto. The location of the Borralha property is approximately UTM 29 T 584751 East by 4612060 m North. The Borralha property is currently beneficially owned by a Portuguese company, PanMetals, which is owned by ACM. The Borralha property is held beneficially in trust for PanMetals by another Portuguese company, Minerália-Minas, Geotecnia E Construcoes Limitada ("Minerália") under Mining License C-167 covering an area of 382.48 hectares, which includes the old Borralha tungsten mine and surroundings.

Location Map for the Borralha Tungsten Project

PanMetals holds beneficial title to the Borralha Property, which is licensed in the name of Minerália beneficially in trust for PanMetals pursuant to an agreement dated effective April 29, 2024 (the "Property Agreement"), and Minerália holds the Property through a Mining Licence (C-167) granted by the DGEG of the Government of Portugal. Under the Property Agreement, Minerália holds title of the Property beneficially in trust for PanMetals and has agreed to transfer the legal registration of the Mining License to PanMetals by paying a final €125,000 licencing payment and committing to continue further exploration work on the Property. The Mining Licence is issued with the proviso that full scale mining will commence within a 5-year period commencing October 28, 2021 to October 28, 2026. Prior to full scale mining, a Definitive Feasibility Study (DFS) and Environmental Impact Study (EIS) needs to be completed to the satisfaction of the DGEG, but in the interim further exploration and pilot mining of up to 150,000 tonnes per annum is permitted. The terms of the Mining Licence include a 3% production royalty payable to the Government of Portugal.

ACM is an Ontario corporation in Canada which acquired 100% ownership of a private Portuguese company named PanMetals on April 29, 2024. In particular, ACM acquired 100% ownership of Pan Metals through a wholly-owned subsidiary, ACM Tungsten, incorporated in Madeira, Portugal. Under the acquisition, Pan Metals became 100% owner of the Tungsten Projects, in consideration for transferring the Retained 10% Interest and the Retained 1% NSR in the Tungsten Projects to Dalmington which Dalmington later transferred back to Pan Metals on December 3, 2024 for nominal consideration.

Accordingly, ACM now owns 100% of the Tungsten Projects and the only royalty on the Tungsten Projects is the 3% production royalty payable to the government of Portugal.

The surface and water rights where the main exploration activities have taken place are privately owned. The work on the Property was conducted with the approval of the property owners and without any issues with the community. Future exploration work does not require additional permits, though they must be proposed for approval by General Directorate for Energy and Geology. Besides industry-standard environmental responsibilities that are to be followed, the owner of the Property does not have any responsibilities concerning some pre-existing environmental liabilities from historic underground and surface mining.

The Project is readily accessible year-round by paved highways extending northeastwardly from the city of Porto, or via National Road N103 from the city of Braga. It is 110 km from Porto's Francisco Sá Carneiro International Airport (OPO) to the property, or 60 km via the paved National Highway 103 from Braga. Within the property there are several paved and good gravel roads that are accessible year-round by truck or car.

The climate in northcentral Portugal is mild with temperatures ranging from freezing to highs in the mid-30o's C with an average annual temperature of 13°C (55°F).

Much of the property has been cleared because of either the various mining operations or farming activity. Local forests are commonly covered by pine and oak trees. The cleared areas are covered by a variety of grasses and low shrubs, except where they have been sown with hay and seed crops.

Borralha project is close to essential infrastructures such as major roads, electric power lines, ports and airports. Hydroelectric power is available from the Venda Nova dam and a hydroelectric plant 3 km north of the property, and plentiful water is available from the local rivers. A portion of the local population are retired or unemployed mining personnel, and others farm or provide services outside of Borralha. Board and lodging for exploration personnel is available in the nearby town of Salto.

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The Property is situated within an upland hilly terrain with relatively low relief, varying from 700 to 950 m AMSL. A river bisects the property separating the southern prospective Santa Helena intrusive body from the northern area of sub-horizontal vein structures, the focus of the historic Borralha mining operations.

History

The Borralha mine was discovered by Domingos Borralha when he found wolframite-bearing rocks on his land. In 1902 the mining concession was granted to the Compagnie de Mines d'Étain et Wolfram which in 1909 became the Mines de Borralha, SA Brussels and in 1914 became Mines de Borralha SA Paris. By 1910, the mine had become the largest tungsten source in the country. Mining continued almost uninterrupted from 1903 to 1985.

The global production of wolframite and scheelite concentrates from 1904 until the mine's closing is estimated at about 18,500 tonnes, although this number is an approximate and certainly much less than the true value. The largest annual production was 1955 with 524.3 tonnes of concentrate, of which 44.39 tonnes came from mining vein structures situated north of the Borralha River and 58.37 tonnes from the open pit to the south on the Santa Helena Breccia ('SHB').

Most of the production at Borralha was wolframite concentrate. Scheelite concentrates represented about 18% of the total production. From 1975 to 1980 the total production of chalcopyrite concentrates at Borralha was 1,711.65 tonnes (1.06 tonnes of tungstate concentrates to 1 tonne of chalcopyrite concentrates). The chalcopyrite concentrates also had silver values in the order of 0.3%. There was also a small production of tin concentrates from the associated cassiterite mineralization.

Geological Setting and Mineralization

The Borralha tungsten mine is situated along a regional contact between a Precambrian-age 'schistograywacke' complex comprised of schist, graywacke, quartzite, and amphibolite, and a two-mica, porphyritic coarse-grained granite, called the 'Borralha syn-tectonic granite', belonging to the Hercynian orogeny. These country rocks host the mineralization and are locally intruded by aplite to pegmatite dykes and by, at least, two known large breccia intrusions.

A feature of the Borralha deposit is the presence of large siliceous, intrusive breccia bodies that are probably the source of the fault- and fracture-controlled sub-vertical and sub-horizontal vein systems, although several later fault systems have displaced both the breccias and the mineralized veins. The country rocks are concordant with the larger regional fault and fold structures that are related to the last phase (D3 phase) of the Hercynian folding at azimuths 130o and 140o.

Most of the historical mining was carried out underground on the sub-vertical veins situated north of the Borralha River. Wolframite with lesser scheelite, chalcopyrite, pyrite, pyrrhotite, sphalerite and molybdenite mineralization were mined underground hosted by quartz veins and wall rocks. There are three distinct hosts for the Borralha mineralization: 1) quartz veins with wolframite, scheelite and sulphide mineralization; 2) aplite-pegmatite veins with cassiterite mineralization; and 3) intrusive breccias as pipe-like bodies and/or collapse breccias.

The Santa Helena Breccia ('SHB') is situated south of the river along the contact between syn-D3 Borralha granitic rocks, Silurian-age metasedimentary rocks, and a transition zone of granitic and metasedimentary xenoliths. The eastern and western contacts of the breccia are marked by extremely fractured, large and

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barren north-south striking quartz veins. Detailed mapping and recent drilling of SHB indicate it strikes northerly and is at least 575 m long, over 150 m wide and, at least, 200 m in depth.

The SHB hosts tungsten, tin, copper, zinc, and molybdenum mineralization with associated minor niobium, tin, thorium, uranium, rare earths, bismuth, silver, and lead. Wolframite commonly occurs as fine-grained disseminations in breccia fragments, associated with other minerals, and/or in zones with obvious hydrothermal alteration.

The Venise Breccia ('VB') is situated on the north side of the Borralha River. It was intersected by the old underground workings but never mined. Like the SHB, it also appears to be oriented north south and open to depth. At the -60 m mine level, the water level in the old workings, the breccia body has a reported strike length of 80 m with a width of 30 m. According to verbal reports from old miners, the breccia is well mineralized with wolframite and molybdenite.

Deposits

The mineral deposits at Borralha occur as greisens, breccias and veins related to hydrothermal activity during and after Paleozoic-age metasedimentary rocks were intruded by younger, syntectonic, Hercynia-age, two-mica granites and intrusive breccias.

There were two main types of veins ranging from 10 to more than 100 cm wide: 1) 'subvertical' veins with -45° to -60° inclinations and strikes of 080° to 130°, and 2) 'subhorizontal' veins with inclinations less than -30°. Subvertical veins were the most productive at the Borralha mine.

It appears that the Santa Helena Breccia body is an intrusion that has collapsed, brecciated and has been later silicified and mineralized with fine- to coarse-grained wolframite, minor cassiterite plus associated base- and precious-metal sulphides. This breccia body and that of the unmined Venice breccia are of immediate exploration and economic interest.

Exploration

No exploration work was carried out on the property from 1983 until Blackheath Resources Inc. optioned the property in 2011 from Minerália who then continued working on the project as the exploration contractor. Minerália collected available historical geological maps and old mining plans then digitized them. This work identified two exploration targets worthy of immediate interest, the under-exploited subhorizontal veins north of Borralha River and the Santa Helena Breccia ('SHB') south of the river.

Minerália's early field work included surveying, geological mapping, establishment of a survey grid and soil geochemical sampling. In 2012 Blackheath Resources excavated nine trenches across the SHB and collected channel samples at 5-metre intervals. This work was followed by the drilling of thirteen diamond drill holes, totalling 1,917.55 metres of mostly HQ-size. In 2013 two drill holes tested the sub-horizontal veins on the north side of Borralha River, and later in 2014 and 2017 eleven drill holes tested the mineralization of the Santa Helena Breccia.

In 2023-24 the Company contracted Minerália to carry out re-analyses of the historical drill hole pulps, supervise a metallurgical testing program, and manage a drilling program that was comprised of 2 P-size diamond drill holes and 13 reverse circulation drill holes, totalling 3,685.4 metres.

Drilling

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During Blackheath Resources' tenure thirteen diamond drill holes were completed on the property, totalling 1,917.55 m of mostly HQ-size core. In 2013, two drill holes tested the sub-horizontal veins on the north side of Borralha River, and later in 2014 and 2017 eleven drill holes tested the mineralization of the Santa Helena Breccia (see table below).

Company	Period	Total Holes	Total Length (m)
Blackheath	2013	2	297.75
Blackheath	2014	9	1,383.55
Blackheath	2017	2	236.25
Total	2013-2017	13	1,917.55

Phase 1 – Drilling of Sub-Horizontal Veins

The two diamond drill holes, BO_1_13 and BO_2_13, totalling 297.75 m, tested an unmined area on strike with past productive, sub-horizontal quartz-wolframite veins on the north side of the Borralha River. This drilling was intended to prove the presence and thicknesses of any vein structures since the vein-hosted wolframite mineralization was known to be nuggety, erratic and localized in shoots.

Both holes were geologically interesting as Hole BO-1_13 intersected 14 quartz veins and veinlets, and Hole BO_2_13 intersected 4 quartz veins and veinlets. At a drilling length of 29 m drill hole BO_1_13 intersected what appears to be an old illegal working with 90 cm of no core recovery. These two holes proved the existence of mineralized quartz-wolframite veins within this unmined area of the Borralha mine complex. The significant mineralized intercepts from the 2013 drilling were tabulated by Price (2013) in the following table.

Drillhole	From (m)	To (m)	Interval (m)	WO3%
BO_1/13	19.4	20.4	1	0.23
BO_1/13	47.3	48.3	1	0.21
BO-2_13	48	49	1	0.29

Phases 2 and 3 – 2014 and 2017 Diamond Drilling Programs

During 2014 and 2017 eleven HQ-size diamond drill holes tested the SHB, totalling 1,619.8 m. Most of the SHB is covered beneath 1 to over 5 m of till and waste from the numerous test pits. Thus, the drilling programs were intended to prove the consistency of the mineralization over an area measuring 500 m north-south by 100 m east-west and to a depth greater than 200 m below the highest collar elevation. Two drill holes, BO_08 and BO_11, were abandoned because they intersected old illegal underground workings.

The table below summarizes the reported notable drill hole intersections of tungsten mineralization within the SHB that are documented by Minerália (2020).

Bo_03: 7m@ 0.08% WO3 [from 29m]					Bo_08a: 185m@ 0.19% WO3 [from 0m] incl. 118m@ 0.29% WO3 [from 57m]
Bo_04: 16m@ 0.06% WO3 [from 3m]					Bo_09: 57m@ 0.06% WO3 [from 85m] incl. 20m@ 0.11% WO3 [from 36m]
Bo_05: 96m@ 0.14% WO3 [from 21m] 63m@ 0.20% WO3 [from 54m]					Bo_10: 105m@ 0.06% WO3 [from 85m] 21m@ 0.15% WO3 [from 115m]
Bo_06: 76m@ 0.09% WO3 [from 36m] 51m@ 0.12% WO3 [from 36m]					Bo_11: not completed

Bo_07: 55m@ 0.09% WO3 [from 108m]30m@ 0.13% WO3 [from 108m]	Bo_12: 105m@ 0.15% WO3 [from 0m]92m@ 0.25% WO3 [from 39m]
Bo_08: not completed

2017 Plan of the Santa Helena Breccia Geology

Phase 4 - 2023-24 Diamond and Reverse Circulation Drilling Program

The most recent fourth phase of drilling focused on testing the southern portion of the SHB during mid-September 2023 to late January 2024. Qualified professional personnel employed by Minerália were contracted to supervise and manage the drilling program that included three P-size diamond drill holes, namely Bo_Met_01, _02 and _02a, totalling 490.40 metres of drilling and thirteen reverse circulation drill holes, namely Bo_RC_01 to _13 that totalled 3,195.00.00 metres of drilling. Diamond drill hole Bo_Met_02 intersected old underground workings and the hole had to be abandoned. It was re-drilled nearby as Bo_Met_02a. Both the diamond and reverse circulation drilling personnel and equipment were contracted from Sondeos y Perforaciones Industriales del Bierzo S.A. ('SPI') which is based in San Román de Bembibre (León), Spain.

As of the effective date of this report, the Company has drill tested the SHB with 3,685.40 metres of combined diamond and RC drilling, infilling historical drill holes and extending exploration towards the southern part of the SHB. See table below for the pertinent diamond and RC drill hole data. Figure 10.9 is a plot of the drill hole plan, and Figure 10.10 for illustrations of drill hole cross-sectional plots.

Drill Hole Name	UTM (Zone 29T)			Azimuth (deg)	Dip (deg)	Length (m)
	Easting (m)	Northing (m)	Elev (m)
Bo_Met_01	585,520.90	4,611,356.90	878.00	179.74	79.42	253.20
Bo_Met_02	585,457.90	4,611,314.80	859.79	110.00	53.00	72.90
Bo_Met_02a	585,459.00	4,611,316.30	860.94	118.25	50.29	164.30
Bo_RC_01	585,520.50	4,611,354.94	878.00	180.00	80.27	219.00
Bo_RC_02	585,469.40	4,611,278.89	859.29	129.19	59.97	150.00
Bo_RC_03	585,466.70	4,611,472.00	836.60	109.00	59.65	237.00
Bo_RC_04	585,587.70	4,611,505.60	824.98	230.00	69.54	264.00
Bo_RC_05	585,588.14	4,611,443.87	835.45	230.00	70.34	306.00
Bo_RC_06	585,586.78	4,611,379.57	852.00	240.00	70.36	236.00
Bo_RC_07	585,423.11	4,611,294.11	855.47	100.00	55.58	195.00
Bo_RC_08	585,416.74	4,611,352.57	839.67	105.00	60.10	236.00
Bo_RC_09	585,454.99	4,611,387.43	846.78	106.00	60.07	250.00
Bo_RC_10	585,460.60	4,611,194.60	892.00	90.00	59.90	150.00
Bo_RC_11	585,539.00	4,611,503.20	815.80	46.30	89.52	376.00
Bo_RC_12	585,383.20	4,611,329.00	845.39	100.00	59.75	300.00
Bo_RC_13	585,405.90	4,611,376.60	837.38	105.00	65.35	276.00
Total 2023-24 Drilling (metres)						3,685.40

Figure 10.9: Drill Hole Plan for the Santa Helena Breccia Zone (after Minerália, 2024)

Sampling, Analysis and Security of Samples

The sampling and assay procedures at the historic Borralha producing mine are not documented.

Minerália's 2011 to 2017 channel and drill core samples were all collected, prepared and securely delivered to ALS Global preparatory facilities in Seville, Spain. There the samples were crushed, pulverized and split after which a representative sample pulp of each was sent directly to the ALS assay laboratory at Dublin Road, Loughrea, Co., for XFR analyses. The remaining sample pulps and rejects were returned to Mineralía. X-Ray fluorescence ('XRF') is a non-destructive analytical technique used to determine the elemental composition of materials. XRF analysers determine the chemistry of a sample by measuring the fluorescent or secondary X-ray emitted from a sample when it is excited by a primary X-ray source.

Minerália analysed all their 2011 to 2017 drill core and channel samples only for tungsten (W) by the W-XFR05 method (X-Ray Fluorescence Spectroscopy) that provides results in the range of 10 to 5,000 ppm. Samples that contained more than 5,000 ppm tungsten were re-analysed by W-XRF10 (X-Ray Fluorescence Spectroscopy) that provides results in the range of 0.01 to $50\%$ W. It is the opinion of the author that the Mineralía samples were properly collected and handled according to CIM guidelines, but that Mass Spectrometry/ICP analytical procedures should have been used.

During the author's site examination, it was obvious that there is very little bedrock exposure within the Santa Helena Breccia intrusion and there was no splitting equipment at the time to quarter the stored drill core. Thus, the author selected for verification ten drill core reject samples originally collected by Mineralia from three drill holes at various depths, plus the same standard material sample used previously during the 2017 analyses.

These verification drill core reject samples were described and securely shipped to the ISO accredited facilities of ALS Global Laboratory in Seville, Spain, the same assay laboratory used for the 2014 and 2017 drill core samples. There, the ten verification samples were re-homogenized, pulverized and a sample pulp of each was split and analysed by two procedures. The first procedure analysed for twelve base metals using a 4-acid digestion and a second procedure used a Lithium Borate Fusion and Mass Spectrometry to analyses 31 additional elements including tungsten.

A very important result of the author's data verification was the detection of significant values for tungsten plus tin, copper, molybdenum, and silver. Since all the drill cores from the SHB had previously only been analysed for tungsten, the grades of accessory minerals were only suspected from observations of chalcopyrite and cassiterite in the drill core. With tungsten values ranging from 969 to 4830 ppm there are associated copper values ranging from 0.083 to 0.576 % and silver values ranging from 6.7 to 18.5 gpt. During the 2023-24 drilling campaign two P-size diamond drill holes and thirteen reverse circulation boreholes, totalling 3,685.40 metres of drilling, were completed to their proposed lengths. Minerália was contracted to supervise and manage the drilling program that included three P-size diamond drill holes, namely Bo_Met_01, _02 and _02a, totalling 490.4 metres of drilling and thirteen reverse circulation drill holes, namely Bo_RC_01 to _13 that totalled 3,195.0 metres of drilling. Diamond drill hole Bo_Met_02 intersected old underground workings and was abandoned and re-drilled nearby as Bo_Met_02a. As of the effective date of this report, the Company has drill tested the SHB with 5,602.95 metres of drilling, infilling historical drill holes and extending exploration towards the southern part of the SHB.

The cores from the two diamond holes, Bo_Met_01 and _02a were halved length wise after logging and one-half of the cores were shipped to Wardell Armstrong International Ltd. with offices in Truro, London for metallurgical test work. The other half of drill core was sampled and shipped to the ALS preparatory laboratories in Seville, Spain and later to the ALS certified assay laboratories in Dublin Road, Loughrea, Co., Ireland for multi-element ICP analyses. The later 1-metre reverse circulation drill cuttings were composited into 2-metre samples and direct shipped to the ALS preparatory laboratories in Seville, Spain and later to the ALS certified assay laboratories in Dublin Road, Loughrea, Co., Ireland.

It is the author's opinion that Minerália personnel exercised appropriate care and attention handling, preparing and securely shipping all their rock, core and cuttings samples. Furthermore, it is the author's opinion that the sample preparation, handling and security for both the author's verification samples and Minerália's channel and drilling samples were carried out according to industry's best practice standards.

Data Verification

Since Minerália acquired the Borralha license in 2011 they have confirmed the locations of the numerous historic underground workings, compiled a confirmed exploration database, and examined diamond drill cores from six holes of the Santa Helena Breccia and one hole from the Sub-Horizontal Vein drilling north of the river. All the major geological features described in the historic logs were confirmed.

During his 2023 property examination, the author verified and photographed the locations of various historical workings by personal inspection, both in the Borralha zone and south within the SHB. He also examined the records, maps and data pertaining the Borralha project, and, especially, the Santa Helena Breccia.

To verify 2023 sample analyses, the author submitted ten reject core samples from three widely spaced drill holes with BO9 being the most northerly drill hole, BO8A tested the centre of the SHB and BO5 tested the southern portion of the SHB.

The results of the verification sampling reflect the 'nuggety' distribution of the tungsten mineralization and the need for complete multi-element analyses of all samples. A comparison between the higher tungsten values in drill holes BO5 and BO8A show that the higher tungsten grades vary between those analysed originally by XRF and those of the verification samples analysed using two analytical procedures. The low tungsten grades for XRF-analysed samples from drill hole BO9 show a marked difference with the author's verification samples returning much higher tungsten grades. There is no obvious explanation for

27 -

this difference other than the XRF analyses of the original sample pulps did not fully detect the tungsten contents that the mass spectrometry analyses did. There is a significant difference between the two tungsten analyses of the Certified W Reference Standard GW-03. One explanation of the difference with the standard sample from the verification sample batch might be that the GW-03 standard in a small brown envelope had been shelved for six years and was not completely re-homogenized at the laboratory prior to its analysis which resulted in a lower tungsten analysis. The author received the ALS analyses directly which corresponded to the samples analysed, and ALS's internal quality control procedures and results indicate that the results of the ten verification samples are credible and reliable.

On July 8, 2024 the author, accompanied by two Minerália geologists, examined most of the currently accessible 2023-24 reverse circulation drill sites. They are located where they have been reported and labelled and plugged with black tubing.

Minerália maintains a well-documented quality assurance/quality control ('QA/QC') procedure. Certified standard samples are inserted as every 20th sample in the sample sequence. Two blanks are also placed in every assay sequence. All standards and blanks were obtained from independent third-party providers (e.g. CDN Resource Laboratories Ltd., Geostats Pty Ltd. and OREAS) with a total of five different control reference materials ('CRM') being utilized with different element suites.

Mineral Processing and Metallurgical Testing

In 2019 a weathered surface bulk sample with visible mineralization, weighing approximately 150 kg, was collected from the southern part of the SHB. The sample was shipped to Grinding Solutions Ltd ('GSL'), UK (2019) for preliminary metallurgical studies. This sample was collected to study the liberalization characteristics of wolframite mineralization and to confirm that a wolframite concentrate could be produced.

The results this preliminary metallurgical testing were quite encouraging. A few of the most significant results include:

head grade was 1.49 % WO3 and 0.02 % Sn;
assay by size data demonstrated that the tungsten is concentrated more into the coarser fractions with tungsten grades varying between 2 to 3%. Fractions -1 mm varied between 1 and 2% WO3;
gravity release analysis showed that the material was well liberated in all fractions tested;
tailings from this process contained 5.5% of the WO3 at a grade of 0.2% WO3;
magnetic testing performed on the gravity pre-concentrate proved successful recovering 99.9% of the tungsten reporting to the process at magnetic intensity of 1.5T. Tungsten grade in this product was 61.84% WO3. Further important work on this para-magnetic wolframite property will be the main subject of the next phase of metallurgy testing;
during the processing poor recovery of tin was observed throughout; and
overall tungsten recovery using the gravity methods was 69.96% at a concentrate grade of 61.84% WO3 in this processing route which was not optimized.
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In August 2023 the Company had Minerália retain MinePro Solutions S. L. and Wardell Armstrong International Ltd. based in Truro, London for a second phase of metallurgical testing to study the recoveries of tungsten and associated minerals from mineralized Borralha SHB material, and to generate a sample of 'barren' tailings material for submission to an external laboratory for characterisation testing to support an application for a Mining Permit.

A 150 kg fresh rock sample was collected from one-half of the core from the two 2023 diamond drill holes Bo_Met_01 and -02a and shipped to Wardell Armstrong International Ltd. ('WAI'). It was requested by ACM that the bulk mineral deportment of the sample be characterized and to undertake a detailed particle liberation study.

After logging in the sample in, WAI crushed the sample to 1 mm, homogenizing and splitting it into representative sub-samples. One sub-sample was submitted for mineralogical analysis and another was sent for head assay after which they completed the particle-size analysis. These steps were followed by the grind calibration test to select the right grinding time for getting a target product of d80 equal 250 microns. After that, they completed the sulphide flotation test work and the magnetic characterization on a separated subsample.

The results of this metallurgical study were reported by Petrolab Ltd. on behalf of Wardell Armstrong International Ltd. (2023) as follows:

The main target phases present are wolframite, ferberite, scheelite and cassiterite. Combined, W species provide 0.4 wt % in the reconstructed sample. Wolframite is the dominant species, usually followed by ferberite and scheelite. Cassiterite abundance reaches an elevated peak of 0.5 wt % in the +53 μm fraction. Chalcopyrite reaches a height of 0.6 wt % in the +100 μm fraction, falling to 0.2 wt % in the coarsest fraction.
Gangue mineralogy is dominated by quartz and mica and clay group, contributing 85-88 wt % across the size fractions. Plagioclase is reliably a minor component, at 6-8 wt % across the size fractions, while K-feldspar contributes 1.6-2.8 wt % across the size fractions.
Pyrite is the dominant sulphide, with pyrite and the other sulphides of sphalerite, bismuthinite and molybdenite showing a general trend of higher abundance in the finer fractions. Traces of heavy metal minerals are also seen in the finer fractions, namely uraninite and columbite (also containing tantalite). Phosphate also contains traces of Th hosting brockite.
Four elements were reported for deportment, Cu, Fe, S and W. No reliable Ag was recorded in the sample. Cu is exclusively hosted by chalcopyrite. Cu grade is low across the samples, at 0.1-0.2 % Cu.
Fe is principally hosted by the mica and clay group, at 57-67 % of available Fe across the size fractions. Pyrite also hosts major amounts of Fe, at 21-32 % of available Fe, while chalcopyrite hosted Fe remains at 5 % or below. Iron oxide hosted Fe generally increases from 2.8 % to 8.3 % of available Fe, between the coarsest and finest fraction respectively. Further traces are notably present in the Fe bearing W species. Total Fe grade is fairly consistent across the size fractions, at 3.1-4.4 % Fe, reaching a maximum in the finest fraction.
S is principally hosted in pyrite, with >82 % of available S in each fraction. The remainder is hosted by other sulphides, namely chalcopyrite, sphalerite, molybdenite and bismuthinite. Total S grade reaches a maximum in the finest fraction, at 1.6 % S, driven by pyrite abundance.
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W is hosted by wolframite, ferberite and scheelite. Wolframite is marginally the dominant species, with >90 % of available W in the coarsest fraction and 50-60 % of available W in the +300 μm and +180 μm fractions. W hosted in scheelite generally increases with fining fraction, although it does show a peak of 65.5 % of available W in the +100 μm fraction. Ferberite hosts its highest proportion of W in the +300 μm fraction, at 37.8 % of available W. From the provided chemical assay the W grade increases slightly into the fines.
Wolframite is the coarsest target phase, with a Dx20 and Dx50 above the overall particle size distribution (PSD); however, the Dx80 is marginally below, at 846 μm and 885 μm respectively. The remaining phases of scheelite, ferberite and cassiterite are finer than the PSD. Cassiterite grain size is concentrated between 75-212 μm.
Wolframite displays variable liberation across the size fractions. Greatest liberation is seen in the 53 μm and +180 μm fractions, at 80-86 % free and liberated grains. The 600-900 μm particle size class hosts ~55 % of the mineral mass and displays 47 % free and liberated grains. Ferberite exhibits poor liberation throughout the size fractions. From the theoretical mineral recovery, just over 85 % of the mineral mass is present between 425-900 μm, where no free or liberated grains are recorded. Scheelite indicates moderate to good liberation, with the +180 μm and +53 μm fractions producing 99-100 % free and liberated grains. From the theoretical mineral-recovery, the 600-900 μm particle size class hosts ~65 % of the mineral mass and displays 66 % liberated grains, with the remainder locked. Cassiterite is completely locked in the coarsest three fractions. However, occurrences were generally more prominent in the finer three size fractions and in this liberation was excellent with 93-100 % free of liberated grains. The mineral mass of cassiterite is concentrated, with 70 % of the mineral mass between 75-300 μm.
The W species are strongly associated with each other and phosphate. Cassiterite shows a higher-than-expected association with the other heavy minerals, namely columbite and bismuthinite. Association with quartz is weak, given its high abundance. Notably, no association is observed between the W species, and cassiterite."

Mineral Resource Estimates

The Santa Helena Breccia body has now been tested with nine surface trenches and 23 drill holes over a 300-metre strike length and to a depth of over 250 metres. The analytical results from samples collected from 20 drill holes and nine trenches were used in the mineral resource estimation. Past exploration results have shown that the distribution of tungsten mineralization is very 'nuggety' requiring detailed sampling.

The very high grade tungsten values were capped, due to their nuggety distribution, by doing 'outlier restriction' capping instead of a classic grade capping procedure. This restriction was made on the values larger than 1.8% or 18,000 ppm WO3 where the original value was applied for a search radius up to 30% between the distance from the outlier and another composite assay value. Above 30% of the distance of the search radius the 18,000 ppm cap is applied. Thus, the values greater than 18,000 ppm were capped to 18,000 ppm (1.8% WO3).

A 5- x 10- x 5-metre block size would be used with sub-blocking at 3 passes (2.5- x 5- x 2.5-metre sub-blocks) at the limits of the geological information and topography. All blocks strike north-south with a N-S / 90° block distribution. The certified specific gravity measurements that were collected by ALS Global Laboratories during their analytical work provide the average density value of the Breccia domain at 2.783 ton/m3.

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A three-pass grade block interpolation was conducted using Ordinary Kriging. The generated Ordinary Kriging results were then compared to those obtained from Inverse Distance ('ID3') and Nearest Neighbour ('NN') methods of interpolation using the same parameters. The block models and the drill hole intercepts were then reviewed by swath plots and visually in three-dimensions to ensure that the grade blocks were honouring the drill hole data. The result was a satisfactory agreement between the block grades and drill intercepts.

The following tables summarize the estimated mineral resources for Fresh Material in the separated Indicated and Inferred categories of resources, illustrating their sensitivity at different WO3 cut-off grades.

Summary of Estimated Indicated Mineral Resources

Average Grade
Cut-off Grade
WO3%	Mass
Mt	WO3
%	Sn
ppm	Cu
ppm	Ag
ppm
0.003	10.90	0.12	86	612	4.1
0.050	7.10	0.16	94	718	4.6
0.075	5.70	0.19	97	764	4.9
0.100	4.40	0.22	99	809	5.1
0.110	4.10	0.22	100	817	5.2
0.120	3.80	0.23	100	826	5.2
0.130	3.50	0.24	101	835	5.3
0.140	3.20	0.25	101	845	5.3
0.150	2.90	0.26	101	852	5.4
0.175	2.30	0.29	103	879	5.5
0.200	1.80	0.32	104	897	5.6

Summary of Estimated Indicated Mineral Resources

Average Grade
Cut-off Grade
WO3%	Mass
Mt	WO3
%	Sn
ppm	Cu
ppm	Ag
ppm
0.003	25.6	0.08	72	481	3.3
0.050	12.4	0.14	79	586	3.9
0.075	9.0	0.16	81	635	4.3
0.100	6.0	0.20	83	681	4.7
0.110	5.4	0.21	83	679	4.7
0.120	4.8	0.22	83	681	4.8
0.130	4.3	0.23	83	691	5.0
0.140	3.8	0.25	83	664	5.1
0.150	3.3	0.26	84	693	5.2
0.175	2.4	0.30	84	712	5.4
0.200	2.1	0.33	93	761	5.3

At a cut-off grade of 0.10% WO3 and at an effective date of March 25, 2024, the following mineral resources have been estimated. The Reasonable Prospects for Eventual Economic Extraction ("RPEEE") is defined with a 0.10% WO3 Grade-Volume shell with less than 5,000 m3 volumes excluded.

Indicated Resource Oxidized Material – 0.5t grading 0.19% WO3, 75 ppm Sn, 387 ppm Cu and 2.4 ppm Ag

Fresh Material – 4.4 Mt grading 0.22% WO3, 99 ppm Sn, 809 ppm Cu, and 5.1 ppm Ag

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Inferred Resource Oxidized Material – 1.0 Mt grading 0.21% WO3, 81 ppm Sn, 415 ppm Cu and 3.0 ppm Ag
Fresh Material – 6.0 Mt grading 0.20% WO3, 83 ppm Sn, 681 ppm Cu and 4.7 ppm Ag

Interpretation and Conclusions

SHB is within the Borralha property has excellent exploration potential and may have good economic potential pending advanced exploration. To date, approximately 50 % of the inferred SHB has been partially tested with surface work and drilling.

Further advanced exploration of the SHB should include continued RC drilling to delineate its dimensions and define its mineralization, bulk sampling using strategic diamond drilling, continued advance metallurgical testing, estimation of mineral resources/reserves, environmental studies, and interaction with community and public-interest groups. The Technical Report recommends such a comprehensive and aggressive exploration program be carried out to progress the Tungsten Projects to the next phase which includes the preparation of a feasibility report.

Two phases of the proposed exploration budget are estimated to be sufficient to expand the mineral resource estimate, complete the costs of the Environmental Impact Assessment and fulfill future expected expenses for a mine development study of a possible Feasibility Study.

The total estimated costs of further drilling, metallurgical and preliminary mine planning studies, plus continued environmental studies and community communications included in the recommended Phase I advanced exploration program are EUR 321,535 or approximately CAD $492,600 (rounded). Current conversion rate of EUR 1.00 = CAD $1.532. The estimated cost of the recommended Phase II advanced exploration and development work in preparation for a possible Feasibility Study is EUR 901,190 or approximately CAD $1,503,200 (rounded). The estimated costs for the two phases are set out in greater detail in the tables below.

Phase I Cost Estimate

Item Description	Units	Cost/Unit (€)	Total (€)
Reverse Circulation Drilling (incl. 15% contingency)
Continue RC drilling to define limits of mineralization	1,000 m	160.50/m (all-in)	160,500
Metallurgical Studies
Complete additional metallurgical processing test work			10,000
Preliminary Mine Planning
- determine initial mine design			50,000
Updated Mineral Resource Estimate
Update mineral resource estimate with drilling, metallurgical and mine planning results			20,000
Hydrological & Flora/Fauna Studies
Monthly water sampling for organic and inorganic contents			15,000
Community and Government Meetings and Communications			5,000
Project management fees and expenses
Project management and administrative fees and expenses			40,000
Contingency (~7%)			21,035
			EUR (€) 321,535
Estimated Cost of Exploration Work (EUR = CAD $1.532)			CAD $ 492,600

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Phase II Cost Estimate

Item Description	Units	Cost/Unit (€)	Total (€)
Detailed In-Fill Reverse Circulation Drilling
Complete detailed in-fill drilling, sampling and assaying	4,000 m	160.50/m (all-in)	642,000
QA/QC Validation and Mineral Resources Estimate
Validation of drilling results
Updated mineral resources of Santa Helena Breccia			15,000
20,000
Feasibility Study Preparation and Submission
Preparation and submission of FS report			125,000
Updated Mineral Resource Estimate
Update mineral resource estimate with drilling, metallurgical and mine planning results			20,000
Project management fees and expenses
Project management and administrative fees and expenses			115,000
Contingency (~7%)			64,190
			EUR (€) 981,190
Estimated Cost of Exploration Work (EUR = CAD $1.532)			CAD $ 1,503,200

Vila Verde Tungsten Project

The scientific and technical information in this summary relating to the Vila Verde Tungsten Project (the "Vila Verde Property") is derived from, and some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in the Vila Verde Technical Report dated effective July 30, 2024 prepared for Deeprock by Minorex Consulting in accordance with NI 43-101. Such assumptions, qualifications and procedures are not fully-described in this Listing Statement and the following summary does not purport to be a complete summary of the Vila Verde Technical Report. Reference should be made to the full text of the Vila Verde Technical Report, which will be available for review under the Deeprock's profile on SEDAR+ on www.sedarplus.ca.

Property Description, Location and Access

The Property is centered around the past-producing Vale das Gatos mine. The Vila Verde permit area is located about 12 km east of the city of Vila Real or 90 km east-northeast of the major city of Porto. The old Vale das Gatos Mine at the centre of the 75.1 sq km Experimental Mining License is situated at approximately UTM 29T 621184 m East by 45801112 m N. The property has three main zones, namely: Justes, Gatas, and Prainelas. All three zones are situated along a strike length of approximately 7 km and well within the existing Experimental Mining License area described below.

Location Map of the Vila Verde Tungsten Project

Minerália-Minas, Geotecnia E Construcoes Lda. ("Minerália") currently holds title to $90\%$ of the Vila Verde Property beneficially in trust for Pan Metals Unipessoal Limitada ("Pan Metals") pursuant a property agreement (the "Property Agreement") dated April 29, 2024. Pan Metals is a wholly owned subsidiary of ACM which is a privately owned Ontario corporation which Deeprock has contracted with to acquire as described below. The Property covers an area of approximately 14 sq. km (1,400 hectares) under the Prospecting License (MN/PPP/325) granted by the DGEG covering the main nodes of mineralisation shown in Figure 4.2, below. Under the Property Agreement, Minerália holds title of the Property beneficially in trust for PanMetals and has agreed to transfer the legal registration of the Property licence to PanMetals upon payment of a licencing fee of approximately €25,000 and committing to continue further exploration work on the Property, and PanMetals may also acquire the remaining $10\%$ ownership of the Property by paying €60,000 to Minerália, which $10\%$ was acquired by Pan Metals on April 29, 2024 upon acquisition of the Propertyby payment to Minerália of a promissory note in the amount of €85,000.

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Minerália applied for an Experimental Mining Licence (EML), which was publicized in the official gazette of Portugal—Diario da República No 69, dated 8th April 2019, under Aviso no 6363/2019, and an area of 14 sq. km (1,400 hectares) was approved by the DGEG covering the main nodes of mineralisation (Figure 4.2, below). The EML is pending presentation to the DGEG of financial guarantees for approximately EUR 250,000 and a corresponding work program. The EML will permit mining of up to 150,000 tonnes per annum and exploration on the property. Within 5 years an application must be made to convert the EML into a full mining licence.

ACM is an Ontario corporation in Canada which acquired 100% ownership of Pan Metals on April 29, 2024. In particular, ACM acquired 100% ownership of Pan Metals through a wholly-owned subsidiary, ACM Tungsten, incorporated in Madeira, Portugal. Under this acquisition, Pan Metals became 100% owner of the Tungsten Projects, in consideration for transferring the Retained 10% Interest and the Retained 1% NSR to Dalmington which transferred them back to Pan Metals for nominal consideration on December 3, 2024.

Accordingly, ACM now owns 100% of the Tungsten Projects and the only royalty on the Tungsten Projects is the 3% production royalty payable to the government of Portugal.

Plan of Vila Verde Experimental Mining License

The surface and water rights where the main exploration activities have taken place are privately owned. They were conducted with the approval of the property owners and without any issues with the community. Future exploration work does not require additional permits, though they have to be proposed for approval by General Directorate for Energy and Geology. Besides industry-standard environmental responsibilities that are to be followed, the Property owner does not have any responsibilities concerning some pre-existing environmental liabilities from historic underground and surface mining.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Vila Verde property is accessible via National Road EN 322 that connects the city of Porto with the municipal capital city of Vila Real to the northeast and then on to the property. By road, it is approximately $110\mathrm{km}$ to the mining license from the Porto International Francisco Sá Carneiro Airport, or $19\mathrm{km}$ by road from Vila Real.

The mining license is situated in hilly terrain on an elevated upland above the Pinhão river. Local elevations vary from 500 to $900\mathrm{m}$ AMSL. Vegetation is typical of a marine-influenced climate with oak and pine forests covering much of the non-agricultural areas with many active vineyards on the cleared southerly-facing hillsides.

There is both water and electric power from the national grid available at the old Vale das Gatas mine site. Elsewhere, there is nearby water and power to all exploration targets. Local experienced miners and specialized contractors with heavy equipment are readily available. There is local lodging, plus restaurant and grocery stores in the nearby town of Sabrosa.

Figure 4.3: Mineralized Zones within the Experimental Mining License (Mineralia, 2020)

History, Geological Setting and Mineralization

The Vale das Gatas mining license dates to 1883. It was granted until the mine closure in 1986 due to the decline of the tungsten prices. The mine operated almost uninterrupted from 1883 to 1986, except during a governmental decree between mid-1944 to late 1946. In 1982 the mine was bought by Sociedade Portuguesa de Empreendimentos ('SPE') that worked in joint venture with Bureau de Recherches

Géologiques et Minières ('BRGM'). The joint venture partners carried out reconnaissance mapping, geochemical surveying and diamond drilling in the Justes zone. From 1986 to 1992 there was some maintenance of the mining infrastructure but by 1992 the Vale das Gatas mine was totally abandoned. No exploration work was carried out on the property after 1986 until 2014 when Minerália carried out the first systematic exploration program.

The Vila Verde project area is situated within the central part of the northwest-southeast trending antiform, part of the Central Iberian Zone of northern Portugal. The antiform is flanked to the northeast and southwest by the Douro Group formations of intercalated quartzite and phyllite belonging to the Cambrian-age Schist-Graywacke Complex.

Deposit Summary

The wolframite-cassiterite mineralization at the Vale das Gatas zone occurs associated with quite distinct fracture infilling quartz and aplite-pegmatite veins hosted by syn-tectonic porphyritic medium to coarse-grain granite near its contact with metasedimentary rocks. In contrast, the same mineralization at the Prainelas zone occurs as a large vein stockwork of numerous 1 to 10 cm wide veins, commonly striking northwesterly over a 1 sq km area. In the Justes zone the mineralization occurs as veinlets and vein stockworks hosted by both early and later granitic intrusions as quartz veinlets and disseminations in moderately to intensely greisenized granite.

Exploration

Minerália acquired the Vila Verde project in 2014. After Minerália's personnel compiled the available historical data, they carried out an extensive program of brush clearing, trenching and geological mapping, in addition to topographic surveys, grid preparation and geochemical sampling. The results of this work identified the Vale das Gatas, Prainelas and Justes-Cumieira zones as being worthy of further exploration. Two phases of underground channel samples were collected from the Prainelas zone underground workings: the first phase of the various veins and vein selvages and the second phase of only the individual veins. After Minerália personnel mapped and sampled the Vale das Gatas underground workings. Surface trenching and channel sampling were then carried out on the Prainelas zone. The results of this work show Trench PT_01 returned a 30-metre interval grading 2.505 ppm W and Trench PT_02 returned a 10-metre interval grading 6.282 ppm W.

Minerália cleared more than 800 m of old trails in the Cumieira area of the Justes zone. This work revealed many old workings and that the Cumieira area is well covered by relatively thick overburden, decomposed bedrock and old waste rock material. Based upon the 1980's drilling results from of SPE's 12 drill holes, a greisenized granitic intrusion of approximately ±1500 by 800 m was identified hosting tungsten-tin-lithium plus associated bismuth and molybdenum mineralization. The historical data also showed that the old open pit at Cumieira is underlain by a large greisen zone hosting mineralization in greisenized bodies with dimensions of 50 to 70 m wide.

Initial brush and trail clearing followed by reconnaissance geological mapping within the Porqueira area of the Justes zone revealed an old open pit measuring approximately 200 m long by 20 to 50 m wide, plus numerous surface old test pits and waste dumps surrounding the open pit.

In 2024 the Minerália field geologists collected 300 kg of wolframite-mineralized waste rock from various waste rock dumps scattered within the Cumieira area. This composited sample was then shipped to ALS processing laboratory in Seville, Spain, for crushing and pulverizing, and later shipped directly to Minepro Solutions in Almeria, Spain for gravimetric concentration processing.

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Drilling

The historic drilling by SPE and BRGM included eight drill holes, totalling 814.55 m, in the Justes zone. Recent drilling campaigns by Minerália in 2015 and 2016 included five holes, totalling 647.10 m, tested the Prainelas zone and in 2018 four holes, totalling 640.95 m, tested the Justes zone for a total meterage of 1,288.05 m of mostly HQ-size diamond drilling. Thus, a total of 17 holes totalling 2,102.60 m have now tested the Vila Verde project area.

The reported results from the 2015-16 drill testing of the Prainelas zone included significant results from: drill hole Pr2 that intersected 1,939 ppm WO3 over a drilling length 36.0 to 48.0 m, including 5 m grading 4,102 ppm WO3 from the drilling length 36.0 to 41.0 m.; and drill hole Pr4 that intersected 5 m grading 1,045 ppm SnO2 and 49.2 ppm Ag from the drilling length 104.0 to 109.0 m.

In 2018 Minerália tested the Cumieira and Porqueira areas of the Justes Zone with four diamond drill holes totalling 640.95 m. Two holes were drilled by the old Cumieira open pit, designated Jc1 and Jc2, and two near the open pit in the Porqueira area, designated Jp1 and Jp2.

Drill hole Jc_1 reportedly intersected 57 m of mineralization grading 885 ppm WO3 and 367 ppm Sn from the drilling length 31.0 to 88.0 m, including 11 m grading 452 ppm WO3 from the drilling length 31.0 to 42.0 m; and 24 m of mineralization grading 1,286 ppm WO3, and 484 ppm Sn from drilling length 74.0 to 98.0 m, including: 5 m grading 3,926 ppm WO3 from drilling length 83.0 to 88.0 m.
Drill hole Jc_2 reportedly intersected 22 m of mineralization grading 1,054 ppm WO3 and 198 ppm Sn from the drilling length 7.0 to 49.0 m, including 5 m grading 3,503 ppm WO3 and 420 ppm Sn from the drilling length 44.0 to 49.0 m; and 8 m grading 3,099 ppm WO3 and 251 ppm Sn from the drilling length 153.0 to 161.0 m.

Both drill holes intersected a variety of lithologies including: variably altered or greisenized granite, rhyolite, dacite and microgranite. The mineralization occurs with quartz veins, as void infillings and disseminations hosted by greisenized granite.

Two drill holes, Jp_01 and Jp_02, tested the Porqueira area northeast of an old illegal open pit. The holes were oriented in a south-southeasterly direction between and beside two earlier drill holes completed in the 1980's by SPE:

DDH Jp_01 reportedly intersected 22 m grading 1,054 ppm WO3 and 198 ppm Sn from the drilling length of 7.0 to 49.0 m, including 5 m grading 3,503 ppm WO3 and 420 ppm Sn from the drilling length 44.0 to 49.0 m; and
DDH Jp_01 also reportedly intersected 17 m grading 1,918 ppm WO3 and 146 ppm Sn from the drilling length 147.0 to 164.0 m, including 8 m grading 3,099 ppm WO3 and 251 ppm Sn from the drilling length 153.0 to 161.0 m. Most of the wolframite-cassiterite mineralization occurs as disseminations in a greisenized granite or as fracture fillings quartz veins.

Sampling, Analysis and Security of Samples

The pre-2015 sample preparations, analytical procedures and securities are not documented. The sample preparation and handling during Minerália's 2015 to 2018 exploration programs are well documented in both their exploration reports and their own internal sampling procedures document. It appears that

during all the sampling and drilling campaigns Minerália’s sampling and handling procedures were well within industry standards and CIM guidelines.

Minerália’s drill core samples were securely and directly shipped to the ALS preparatory facilities in Sevilla, Spain. There the samples were prepared for analysis prior to being direct shipped to the certified ALS Minerals Laboratory in Loughrea, Ireland for analyses.

The author collected quartered core from stored drill hole JC_01 (76.0-77.0 and 159.0-160.0 m) and drill hole JC_02 (25-26.0 and 38.0-39.0 m), both drill holes of which tested the very prospective Cumieira area. The drilling length intervals from stored drill holes JP_01 (159-160 m) and JP_02 (92.0-93.0) were selected to verify drilling results in the Porqueira area. Lastly, one drilling length interval from 106.0 to 107.0 in diamond drill hole PR_4 was selected for verification of the Prainelas zone drilling. The quartered drill cores and one standard material sample were individually described, bagged, labelled and placed in woven-poly shipping bags and, like Minerália’s earlier drill core samples, were direct shipped to the ALS preparatory facilities in Sevilla, Spain. There the author’s verification samples were prepared for analysis in a similar process as Minerália’s core samples prior to being direct shipped to the certified ALS Minerals Laboratory in Loughrea, Ireland for analyses.

Two procedures were used to analyse the sample pulps. The first procedure (ALS Code ME-4AACD81) analysed for base metals using a 4-acid digestion, and a second procedure (ME-MS8S) used Lithium Borate Fusion and Mass Spectrometry to tungsten, tin and other elements.

It is the author’s opinion that both Minerália personnel and the author exercised appropriate care and attention to handling, preparing, and securely shipping their samples for analyses.

Data Verification

Minerália personnel verified the historical data with site visits to the various project areas and by validating a resource database. They also conducted a detailed verification of the historical SPE/BRGM drill holes in the Justes Zone and the data was found to be trustworthy.

The author verified and photographed the locations of various historical workings at the northern Justes, central Vale das Gatas and southern Prainelas during his property examination. He also examined most of the available records, maps and data pertaining the Vila Verde project. In addition, six verification samples were collected from drill core of six different intervals from five widely-spaced drill holes that tested three areas within three mineralized zones. These samples, plus a standard material sample, were direct shipped to be processed and analysed by the same ALS Global preparatory and assay facilities as Minerália had utilized previously.

The results of the verification sampling demonstrate the ‘nuggety’ distribution of the mineralization, and the need for complete multi-element analyses of all samples. A comparison between Minerália’s reported tungsten values and those of the author’s from the same drilling intervals show a wide variance between the original half-core samples and later quarter-core verification samples using the same analytical procedures. These differences can be easily explained by the extreme ‘nuggety’ distribution of the mineralization as fine-grained disseminations and/or that associated with irregular fracture-filling quartz stockwork veining.

There is a significant difference between the two tungsten analyses of the certified standard reference material. One explanation of the difference might be that the standard material in a small brown envelope had been shelved since 2018 and was not completely re-homogenized at the laboratory prior to its

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analysis which could result in a lower tungsten analysis. However, the ALS internal quality control procedures and QA/QC results indicate that the six verification samples are credible and reliable.

There are three noteworthy results from the verification sampling. The first being the high tin value of 2,730 ppm Sn returned from sample JC_02_25. The drill logs do not report any significant cassiterite mineralization. Secondly, both verification samples JC_01_76 and PR_4_106 returned high zinc values, 1,010 and 1,275 respectively. The latter sample, PR_4_106, also had anomalously high silver, lead and arsenic values indicating that the base metals observed and reported in the logs were both galena and arsenopyrite. Lastly, the results show that multi-element analyses of all samples are important for the detection of not only the tungsten and tin values, but also the associated chalcopyrite, galena, sphalerite, arsenopyrite and silver mineralization.

Mineral Processing and Metallurgical Testing

In June 2024, qualified geologists of Mineralia collected 300 kg of rock samples from the Cumieira subzone at the Justes zone on the Via Verde property. These hand samples were collected from large fragments of tailings and eluvial gravel where wolframite mineralization was observed. These samples were collected with the goal of being metallurgically processed to simulate the predicted performance of an eventual pilot plant regarding the quality of concentrate of wolframite. Wolframite is characterized by its high density and magnetic properties, so gravimetric concentration and magnetic separation are theoretically the most appropriate and effective processes for enhancing the yield and purity of the final concentrate.

The results of the preliminary metallurgical test work show that the wolframite from Justes deposit is recoverable at saleable grade, and that the mineralization should be processed by combining gravimetric concentration and magnetic separation techniques to enhance WO3 grades and recoveries both in rougher and cleaning stages. The main impurities are iron oxide, silica, tin and sulphides. Other important impurities as Cu, As, Th and U do not appear to be deported in significant quantities in the final WO3 concentrates.

It is recommended to complete a metallurgical test work program with a representative sample, including a detailed characterization of the ore, WO3 pre-concentration tests, grinding calibration, gravimetric concentration and magnetic separation tests and detailed analysis of concentrates and tailings.

The results show that pending further test work it will be possible to do a more suitable grinding calibration and multiple cleaning stages of the middlings in order to simulate an initial sense of feed grade and recovery. The apparent amount of iron oxides at the concentrate show that the WO3 concentrate grade might be upgradable, and that with further testing the 62.5% WO3 initial concentrate can be beneficiated into a premium very high-grade concentrate with very low or nonpenalties product.

On July 7, 2024 the author examined several sites from which the metallurgical wolframite-bearing samples were collected. It is the author's opinion that Mineralia, Minepro et al and ALS personnel exercised appropriate care and attention to the collection, handling, preparing, processing and analyses of the collected 300-kg composite metallurgical sample.

Mineral Resource, Mineral Reserve Estimates, and Mining Operations

The Project has no defined mineral resources or reserves which have been proven to have potential economic viability supported by a preliminary economic assessment (PEA), prefeasibility study or

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feasibility study. As a result, the Project is not classified as an 'Advanced Project' and this section therefore does not fall within the scope of this technical report.

Interpretation and Conclusions

The Vale das Gatas mine situated centrally within the large Vila Verde project area was ranked as the third largest tungsten producer in Portugal. This project has at least six known tungsten-tin mineral occurrences over approximately 9 km. These occurrences have received only minimal exploration since underground mining ceased at Vale das Gatas in 1986.

The central Vale das Gatas and southern Prainelas tungsten-tin occurrences are situated along a regional contact between the medium-grained, porphyritic, syn-tectonic granite of the Vale das Gatas Group and the Cambrian-age metasedimentary rocks of the Schist and Greywacke Complex. Similarly, the tungsten-tin mineralization varies from multiple stockwork quartz-wolframite-cassiterite and associated base metals in the Prainelas zone, to narrow to quite wide and distinct quartzwolframite-cassiterite (+/- associated base metals) quartz veins at Vale das Gatas. At the northern Justes zone largely disseminated wolframite-cassiterite (+/- associated base metals) with lesser stockwork quartz vein-hosted mineralization is hosted by greisenized Lararea Granite.

Alteration facies vary with location and in intensity throughout the project area, mainly related to several periods of hydrothermal fluid activity associated with the various granitic intrusions. Alteration facies include: greisenization, albitization, tourmalinization, sericitization and silicification. The mineralization, like the alteration, varies with location and abundance. At the Vale das Gatas deposit the paragenesis of the mineralization is firstly cassiterite, then wolframite, scheelite, arsenopyrite, pyrite, pyrrhotite, chalcopyrite, sphalerite, stannite, to lastly, galena.

The results of the verification sampling illustrate the extreme 'nuggety' distribution of the mineralization. Furthermore, the sample results show that multi-element analyses of all channel and drill core samples are important for the detection of not only the tungsten and tin values, but also the associated base metal mineralogy and associated silver values.

Since their acquisition of the project area in 2014, Minerália has carried out verification of historical data, detailed geological mapping, grab and channel rock sampling, trenching and 1,288 m of diamond drilling.

The results of this recent exploration have demonstrated the excellent exploration potentials of the stockwork vein-hosted mineralization at the Prainelas zone and especially the greisen-hosted disseminated mineralization at the Justes zone.

Recommendations and Proposed Exploration Budget

It is the author's opinion that the Vila Verde property has excellent exploration potential and may have good economic potential pending future detailed exploration. The following exploration work is recommended in two phases.

Phase 1:		Unit Cost	Total
	Units (m)	Euro	EUR
Digitize historical records and prepare exploration database			25,000
Backhoe trenches	200	100	20,000
Channel sampling			10,000

Sample analysis	500	40	20,000
Hydrological + Flora/Fauna Studies			15,000
Water analyses, assessing and reporting			5,000
Community/Gov Communications			20,000
Project management + admin (Mineralia)			23,000
			138,000
Contingency (~7%)			9,660
Estimated Cost of Exploration Work (rounded)			147,660
(EUR 1 = CAD $1.53)			$226,000
Phase 2:
---	---	---	---
			Units (m)
Prepare and submit permit documents
Fill-in RC Drilling on Cumieira and Prainelas			5000
Met studies
Prelim Mine Plan
QA/QC validation of channel and drill samples
Estimate of mineral resources of Cumieiras and Prainelas
Hydrological + Flora/Fauna Studies
Water analyses, assessing and reporting
Community/Gov Communications
Project management + admin (Mineralia)

Contingency (~7%)

Estimated Cost of Exploration Work (rounded) (EUR 1 = CAD $1.53)

The combined cost of Phase 1 and Phase 2 is $2,505,000.

3.3 Resulting Issuer

Stated Business Objectives

Following completion of the Reverse Takeover, the business of ACM is intended to be the business of the Resulting Issuer, which shall be the exploration and development of the Tungsten Properties. Upon completion of the Arrangement, the Resulting Issuer shall be the parent company of the two Portuguese subsidiaries which were wholly-owned by ACM before the Arrangement and shall beneficially own the Tungsten Projects through same, as illustrated above. The Borralha Tungsten Project will be the principal property of the Resulting Issuer.

Upon closing of the Arrangement, the Resulting Issuer shall be an advanced stage mineral exploration company, albeit with no producing properties and consequently no current operating income, cash flow, or revenues and will not provide products or services to third parties. There is no assurance that a commercially viable mineral deposit exists at the Tungsten Projects.

The Resulting Issuer shall use its available working capital to finance the exploration and development of the Borralha Tungsten Projects, to identify and evaluate economic mineral resource opportunities, pursue business development opportunities and for general working capital.

The Resulting Issuer shall conduct the recommended work program for the Borralha Tungsten Project and, subject to sufficient working capital, the Vila Verde Tungsten Project. The Resulting Issuer may also, in the future, seek additional property acquisitions if new opportunities present themselves.

Milestones

In the short term within the next 12 months, the Resulting Issuer plans to complete the Phase 1 recommended work program for the Borralha Tungsten Project, including reverse circulation drilling of approximately 1,000 meters, metallurgical studies, further environmental studies, and an updated and expanded mineral resource estimate. If sufficient funds are available from the Concurrent Financing, the Resulting Issuer also intends to complete the Phase 2 recommended work program for the Borralha Tungsten Project, including a further 4,000 meters of reverse circulation drilling, a further updated and expanded mineral resource estimate, and completion of a pre-feasibility study. In addition, if sufficient funds are available from the Concurrent Financing, the Resulting Issuer intends to complete the Phase 1 recommended work program for the Vila Verde Tungsten Project including an initial exploration program to digitize records and prepare the exploration database as well as backhoe trenches, channel sampling, sample analysis and assays, and environmental studies. Subject to available funds, the Resulting Issuer then intends to complete Phase 2 of the recommended work program for the Vila Verde Tungsten Project, including 5,000 meters reverse circulation drilling, metallurgical studies, additional environmental studies, the maiden mineral resource estimate, and the preliminary mine plan. In addition, subject to available funds, the Resulting Issuer also intends to construct and operate a pilot plant at the Vila Verde Tungsten Project to process up to 150,000 tonnes per year of mineralized material possible to be subsequently increased to 300,000 tonnes per year of mineralized material.

Beyond the first 12 months, the Resulting Issuer intends to continue exploration and development of the Tungsten Projects with the objective of a bankable feasibility study for the Borralha Tungsten Project in order to secure project financing and construct and operation a large scale commercial operation there. In addition, if the 150,000 tonnes per year pilot plant at Vila Verde is proven successful, the Resulting Issuer would intend to increase its capacity to 300,000 tonnes per year of mineralized material. Subsequently, the Resulting Issuer would pursue additional exploration and development of the Vila Verde Tungsten Project with the aim of completing a preliminary economic assessment and working towards a bankable feasibility study for project financing to construct and operate a large scale commercial operation at the Vila Verde Tungsten Project.

The principal and priority milestones are to execute the work program for the Borralha Tungsten Project, as follows:

	Event	Timeframe
1.	Phase 1 – Work Program	Next 12 months
2.	Phase 2 – Work Program	After Phase 1, subject to available working capital.

Other than as described in this Listing Statement, there are no particular significant events or milestones that must occur for the Resulting Issuer's business objectives to be accomplished. However, there is no guarantee that the Resulting Issuer will meet its business objectives or milestones described above or within the stated time periods, within the estimated costs, or at all. The Resulting Issuer may, for sound business reasons, reallocate its time or capital resources, or both, differently than as described above. See section entitled, "Exploration and Development of Mineral Projects" below.

Exploration and Development of Mineral Projects

The Resulting Issuer's mineral exploration projects are intended to be comprised of ACM's mineral exploration projects, the Borralha Tungsten Project and the Villa Verde Tungsten Project. The Borralha Tungsten Project is intended to be the Resulting Issuer's principal mineral project.

The Borralha Tungsten Project

The scientific and technical information relating to the Borralha Tungsten Project is summarized above under Section 3.2 of this Listing Statement. That summary is derived from, and some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in the Borralha Technical Report prepared for Deeprock by Minorex Consulting in accordance with NI 43-101. Such assumptions, qualifications and procedures are not fully-described in this Listing Statement and the following summary does not purport to be a complete summary of the Borralha Technical Report. Reference should be made to the full text of the Borralha Technical Report, which will be available for review under the Deeprock's profile on SEDAR+ on www.sedarplus.ca.

Vila Verde Tungsten Project

The scientific and technical information relating to the Vila Verde Tungsten Project is summarized above under Section 3.2 of this Listing Statement. That summary is derived from, and some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in the Vila Verde Technical Report prepared for Deeprock by Minorex Consulting in accordance with NI 43-101. Such assumptions, qualifications and procedures are not fully-described in this Listing Statement and the following summary does not purport to be a complete summary of the Vila Verde Technical Report. Reference should be made to the full text of the Vila Verde Technical Report, which will be available for review under the Deeprock's profile on SEDAR+ on www.sedarplus.ca.

4. SUMMARY OF THE ARRANGEMENT

The execution of the Arrangement Agreement, which contemplates the Consolidation, the Spin-Out, the Reverse Takeover, and the Continuation, was the result of the completion of a strategic review and the arm's length negotiations among representatives and legal and financial advisors of Deeprock and ACM. The Arrangement Agreement, and the transaction contemplated by the Arrangement Agreement, were approved by shareholders of Deeprock at the Meeting.

Summary of the Consolidation and Spin-Out

The following description of the Consolidation and Spin-Out, which is being effected pursuant to the Plan of Arrangement, is qualified in its entirety by reference to the full text of the Plan of Arrangement.

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Pursuant to the Arrangement Agreement, Deeprock will complete the Consolidation and Spin-Out by way of the Plan of Arrangement. The purpose of the Plan of Arrangement is to complete the Consolidation and reorganize the capital of Deeprock and to distribute the Deeprock Spinco Shares held by Deeprock to Deeprock Shareholders prior to the completion of the Reverse Takeover and the Continuation.

Pursuant to the Plan of Arrangement: (1) Deeprock will complete the Consolidation and consolidate all of its issued and outstanding common shares on a 40-to-1 basis and change its name to “Allied Critical Metals Inc.”; and (2) New Deeprock (i.e. the post-Consolidation Deeprock) will create the New Deeprock Shares, following which Deeprock Shareholders will transfer all of their outstanding post-Consolidation Deeprock Shares to New Deeprock for cancellation, and in exchange each such Deeprock Shareholder will receive: (a) that Deeprock Shareholder’s Pro-Rata Percentage of the Deeprock Spinco Shares currently held by New Deeprock; and (b) a number of New Deeprock Shares equal to the post-Consolidation Deeprock Shares previously held by that Deeprock Shareholder.

Completion of the Consolidation and the Spin-Out (which will be completed prior to the RTO) is subject to a number of conditions set out in the Arrangement Agreement, including approval of the CSE.

Following the completion of the Consolidation and Spin-Out, Deeprock Shareholders will hold their Pro-Rata Percentage of the Deeprock Spinco Shares and one New Deeprock Share for each post-Consolidation Deeprock Share previously held.

In the aggregate, Deeprock Shareholders will hold, following completion of the Consolidation and Spin-Out, 100% of the issued and outstanding Deeprock Spinco Shares. Deeprock Shareholders will receive a total of 2,534,765 Deeprock Spinco Shares as all of the then of issued and outstanding Deeprock Spinco Shares which is the expected number expected to be held by New Deeprock immediately prior to the Spin-Out. In addition, after completion of the Arrangement, Deeprock Shareholders will hold one Resulting Issuer Share for each post-Consolidation Deeprock Share held on the Effective Date.

As set out in the Plan of Arrangement, at the Effective Time, the following shall occur or be deemed to occur sequentially in the following order:

The issued and outstanding Deeprock Shares will be consolidated on the basis of 40-to-1, and the name of Deeprock shall be changed to “Allied Critical Metals Inc.” and its Notice of Articles and Articles shall be amended to reflect such change (and ACM will separately change its name to "ACM Holdings Ltd.") (and Deeprock will then be referred to as "New Deeprock");
New Deeprock will transfer and assign all of its assets, other than Deeprock Ontario Subco, to Deeprock Subco, which will assume all the liabilities of New Deeprock;
New Deeprock’s authorized share capital shall be altered by:

a. renaming and re-designating all of the issued and unissued Deeprock Shares as “Class A Common” shares without par value (the “Class A Common Shares”) and amending the restrictions attached to those shares to provide the holders thereof with one vote in respect of each share held; and

b. amending its Notice of Articles and Articles to create the New Deeprock Shares, which shall be designated as “Common” shares, in an unlimited number, being without par value and having the rights, privileges, restrictions and conditions of the Deeprock Shares immediately prior to the Effective Time;

Each Deeprock Shareholder shall transfer to New Deeprock free and clear of any mortgage, hypothec, prior charge, lien, pledge, assignment for security, security interest, right of third parties or other charge or encumbrance whatsoever, all of its Class A Common Shares, and New Deeprock shall, in exchange for each Class A Common Share so transferred: (i) issue to the
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Deeprock Shareholder, one New Deeprock Share, and (ii) transfer to the Deeprock Shareholder such number of Deeprock Spinco Shares as is equal to such Deeprock Shareholder’s Pro-Rata Percentage of the Deeprock Spinco Shares held by New Deeprock, and in such regard:

a. each Deeprock Shareholder shall cease to be the holder of the Class A Common Shares so exchanged, shall cease to have any rights with respect to such Class A Common Shares and shall be the holder of the number of New Deeprock Shares issued to, and Deeprock Spinco Shares transferred to such Deeprock Shareholder. The name of such Deeprock Shareholder shall be removed from the central securities register of Deeprock in respect of the Deeprock Shares so exchanged and shall be added to the central securities register of Deeprock as the holder of the number of New Deeprock Shares and each holder of Deeprock Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above;

b. each Deeprock Share held by a Dissenting Shareholder, who has validly exercised their Dissent Rights and which Dissent Rights remain valid immediately prior to the Effective Time, shall be, and shall be deemed to be, transferred by the holder thereof, free and clear of all Liens (as defined in the Plan of Arrangement) to Deeprock for the amount therefor determined and payable pursuant to the Plan of Arrangement, and: (i) the name of such Dissenting Shareholder shall be removed from the register of the Deeprock Shareholders maintained by or on behalf of Deeprock and each such Deeprock Share shall be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholder shall cease to be the holder of each such Deeprock Share and to have any rights as a Deeprock Shareholder other than the right to be paid the fair value for each such Deeprock Share as set out in the Plan of Arrangement;

c. the capital in respect of the Deeprock Shares shall be reduced to zero and the aggregate capital in respect of the New Deeprock Shares, upon their issuance, shall be equal to the aggregate paid-up capital, for the purposes of the Tax Act, of the Class A Common Shares immediately prior to the Effective Time, less the fair market value (as determined by the Deeprock Board) at the Effective Time of the Deeprock Spinco shares; and

Deeprock’s authorized share capital shall be altered by amending its Notice of Articles and Articles by eliminating the Class A Common Shares as a class from the authorized share structure and deleting the special right attached to the Class A Common Shares.

Thereafter, at 12:05 a.m. (Vancouver time) on the Effective Date, the Amalgamation shall be effected pursuant to the Amalgamation Agreement as further discussed in titled “Summary of the Reverse Takeover” below. It is a condition of the Amalgamation that the Concurrent Financing be completed prior to the Amalgamation. The Continuation will then be completed following completion of the RTO under the Amalgamation.

See the Plan of Arrangement appended to the Arrangement Agreement, filed on SEDAR+ at www.sedarplus.com, for additional information.

Deeprock Shares, Class A Common Shares, New Deeprock Shares, and Resulting Issuer Shares

The Plan of Arrangement contemplates altering the authorized share capital of Deeprock by renaming and re-designating all of the issued and unissued Deeprock Shares as Class A Common Shares and creating the

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New Deeprock Shares. Below is a summary of the rights, privileges, restrictions and conditions attaching to the Class A Common Shares and the New Deeprock Shares.

Deeprock Shares and Class A Common Shares

Pursuant to the Plan of Arrangement, all of the issued and unissued Deeprock Shares as will be designated as Class A Common Shares, and the Class A Common Shares will all subsequently be transferred and surrendered to New Deeprock in exchange for an equal number of post-Consolidation New Deeprock Shares resulting in no Class A Common Shares remaining outstanding. Following the transfer and surrender of the Class A Common Shares to New Deeprock, the authorized share capital of New Deeprock will be altered to eliminate the Class A Common Shares. Therefore, upon the completion of the Plan of Arrangement, no Class A Common Shares will be outstanding and this class of shares will be eliminated from the share capital of Deeprock.

New Deeprock Shares

Pursuant to the Plan of Arrangement, Deeprock will change its name to "Allied Critical Metals Inc." As noted above, the share capital of Deeprock will be amended to rename and re-designate all of its issued and outstanding Deeprock Shares as Class A Common Shares without par value and creating the New Deeprock Shares in an unlimited number.

Under the Spin-Out part of the Arrangement, all Deeprock Shares currently held by each Deeprock Shareholder will be transferred to New Deeprock in exchange for each Deeprock Shareholder's Pro-Rata Percentage of the Deeprock Spinco Shares held by New Deeprock and one New Deeprock Share for each Deeprock Share so transferred. Each Deeprock Shareholder will hold one New Deeprock Share for each Deeprock Share currently held in addition to that Deeprock Shareholder's Pro-Rata Percentage of the Deeprock Spinco Shares as contemplated by the Plan of Arrangement.

The following is a description of the rights, privileges, restrictions and conditions to be attached to the New Deeprock Shares which is qualified in its entirety by reference to the full text of such rights, privileges, restrictions and conditions as specified in the Plan of Arrangement appended to the Arrangement Agreement, which are summarized as follows:

Voting. The holders of New Deeprock Shares will be entitled to receive notice of and to attend all meetings of shareholders of New Deeprock (other than separate meetings of holders of another class of shares) and will have one vote for each New Deeprock Share held.
Dividends. The holders of New Deeprock Shares are entitled to dividends if, as and when declared by New Deeprock, subject to the rights of any classes of shares of New Deeprock ranking in priority to the New Deeprock Shares.
Liquidation. On the liquidation, dissolution or winding-up of New Deeprock, or any other distribution of the assets of New Deeprock, holders of New Deeprock Shares will participate rateably in the assets of New Deeprock with all other classes of shares, subject to the rights of any classes of shares of New Deeprock ranking in priority to the New Deeprock Shares.

There are no pre-emptive rights, conversion or exchange rights, redemption provisions, retraction provisions, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities and any other material restrictions, and provisions requiring a securityholder to contribute additional capital attached to the New Deeprock Shares.

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Amalco2 Shares and Resulting Issuer Shares

Upon completion of the Consolidation and Spin-Out, New Deeprock and its Deeprock Ontario Subco will complete the RTO with ACM under the Arrangement, wherein New Deeprock Shares will be issued to ACM Shareholders in exchange for ACM Shares transferred to New Deeprock on a one-for-one basis, Deeprock Ontario Subco will amalgamate with ACM forming Amalco. Then, under the Continuation, Amalco will continue its existence from Ontario to British Columbia, and New Deeprock will vertically amalgamate with Amalco to form "Amalco2", which will continue its legal existence from British Columbia to the Cayman Islands, and Amalco2 will thereby become the Resulting Issuer. As a result, the New Deeprock Shares will become common shares without par value of Amalco2 with an unlimited authorized number having the same rights and restrictions as the New Deeprock Shares, and upon completion of the Continuation, those common shares of Amalco2 will become common shares without par value of the Resulting Issuer with 5,000,000,000 common shares authorized with substantively the same rights and restrictions as the New Deeprock Shares.

As of the date of this Listing Statement, the CSE has not provided conditional approval for the listing of the Resulting Issuer Shares.

Summary of The Reverse Takeover

Pursuant to the Arrangement Agreement, subject to the conditions set out therein including the completion of the Spin-Out, Deeprock has agreed to complete the Reverse Takeover by way of the Amalgamation. The purpose of the Amalgamation is for Deeprock Ontario Subco to amalgamate with ACM such that Amalco will become a wholly-owned subsidiary of New Deeprock.

At the RTO Effective Time and as a result of the Amalgamation, the following will occur:

(a) each ACM Shareholder, other than ACM Shareholders who dissent to the Amalgamation, will receive one fully paid and non-assessable post-Consolidation New Deeprock Share for each ACM Share held, following which all outstanding ACM Shares will be cancelled;

(b) all of the New Deeprock Shares issued to the former ACM Shareholders will be subject to resale restrictions and escrow conditions, as applicable, pursuant to applicable securities laws and the policies of the CSE;

(c) all of the Deeprock Ontario Subco Shares outstanding immediately before the Effective Time will be exchanged for an equal number of Amalco Shares;

(d) New Deeprock will add to the stated capital account maintained in respect of the New Deeprock Shares an amount equal to the paid-up capital for purposes of the Tax Act of the ACM Shares immediately before the Effective Time;

(e) the aggregate stated capital maintained in respect of the Amalco Shares issued pursuant to the Amalgamation will be the aggregate of the paid-up capital for the purposes of the Tax Act of the Deeprock Ontario Subco Shares and the ACM Shares immediately before the Effective Time;

(f) as consideration for the issuance of New Deeprock Shares pursuant to the Amalgamation, Amalco will issue to New Deeprock one Amalco Share for each New Deeprock Share issued; and

(g) Amalco will become a wholly-owned Subsidiary of New Deeprock.

At the RTO Effective Time, the registered holders of ACM Shares will be deemed to be the registered holders of the New Deeprock Shares to which they are entitled. The former ACM Shareholders will be entitled to receive DRS Statements confirming the number of Resulting Issuer Shares (corresponding to the New Deeprock Shares) to which they are so entitled, which will contain applicable legends related to

the resale restrictions on such Resulting Issuer Shares. No physical share certificates will be issued to former ACM Shareholders as evidence of ownership of their respective New Deeprock Shares (and subsequent Resulting Issuer Shares). No fractional New Deeprock Shares (or Resulting Issuer Shares) will be issued to holders of ACM Shares.

New Deeprock will be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by the Amalgamation to any holder of ACM Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amount will be treated for all purposes hereof as having been paid to the holder of the ACM Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

Completion of the Reverse Takeover is subject to a number of conditions set out in the Arrangement Agreement. The Reverse Takeover will not be completed unless the Consolidation, Spin-Out and Concurrent Financing are also completed. On completion of the Reverse Takeover followed by the Continuation, Deeprock will become the Resulting Issuer, carrying on through its direct subsidiary the mining business of ACM.

Summary of the Continuation

Pursuant to the Arrangement Agreement, following the completion of the Consolidation, Spin-Out, Reverse Takeover and Vertical Amalgamation, Amalco2, existing under the laws of the province of British Columbia pursuant to the BCBCA, will, subject to determination of the directors of Amalco, continue its corporate existence into the Cayman Islands. As the Deeprock Shareholders have approved the Plan of Arrangement, and the ACM Shareholders have approved the Amalgamation and Continuation, the board of directors of Amalco2 have been duly authorized, in their sole discretion, to effect the Continuation by applying for the continuation out of British Columbia pursuant to the BCBCA, and the Continuation into the Cayman Islands pursuant to the Companies Act, and subject to and upon the Continuation, to adopt, with or without amendment, the form of Memorandum and Articles of the Resulting Issuer to be filed under the Companies Act as required in connection with the Continuation. The following description of the Continuation is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Memorandum and Articles of the Resulting Issuer the full text of which is as set out at Schedule "D" to the Circular.

Procedure in British Columbia and the Cayman Islands for the Continuation

Completion of the Continuation is conditional upon the satisfaction of the following:

Approval of the CSE of the Continuation;
ACM Shareholders must have approved the Amalgamation and Continuation (and such approval has been obtained as of the date of this Listing Statement);
pursuant to the BCBCA, the B.C. Registrar must authorize the proposed Continuation out of British Columbia and into the Cayman Islands, upon being satisfied that the Resulting Issuer has filed with the B.C. Registrar all of the records that the Resulting Issuer is required to file with the B.C. Registrar pursuant to the BCBCA (the "B.C. Registrar Authorization");
the Resulting Issuer must file an application with the Cayman Islands Registrar for authorization to continue its existence as an exempted company with limited liability under the Companies Act, which application will include a number of prescribed documents and other pertinent information. (the "Continuation Application"); and
on the date shown on its Certificate of Continuation issued by the Cayman Islands Registrar, the Resulting Issuer is registered by way of continuation as an exempted company with limited liability
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under the Companies Act, and the Resulting Issuer will cease to be a corporation within the meaning of the BCBCA.

Subject to approval of the CSE, the Continuation process is expected to be initiated following completion of the RTO, and to be finalized and effected at such time as the Resulting Issuer Board may determine, subject to any intervening events or the Resulting Issuer Board becoming aware of any circumstances or effect of the Continuation which would render the Continuation not in the best interests of the Resulting Issuer.

Effect of the Continuation

The Continuation would result in the Resulting Issuer being a Cayman Islands exempted company with limited liability under the Companies Act. On the Effective Date of the Continuation, the holder of one Amalco2 Share will continue to hold one share as a Resulting Issuer Share domiciled in the new jurisdiction for each Amalco2 Share held. Holders of convertible securities of New Deeprock, including any options, on the Effective Date of the Continuation will continue to hold convertible securities to purchase Resulting Issuer Shares on substantially the same terms.

Upon the Continuation, the BCBCA would cease to apply to the Resulting Issuer and the Companies Act would apply instead, whereby the Resulting Issuer would become an exempted company with limited liability. The principal attributes of the Resulting Issuer Shares pursuant to the Companies Act will be identical to those of the corresponding Resulting Issuer Shares pursuant to the BCBCA, other than differences in the Resulting Issuer Shareholders' rights pursuant to the Companies Act and the BCBCA, which are discussed below.

If the Continuation becomes effective, it will effect a change in the legal domicile of the Resulting Issuer on the Effective Date under the Companies Act, but the Resulting Issuer's business and operations will not change as a result of the Continuation. The Continuation will not create a new legal entity nor affect the continuity of the Resulting Issuer.

As of the Effective Date, the rules governing election, duties, resignations and removal of the Resulting Issuer's directors and officers will be as set out in the Memorandum and Articles of Association and the Companies Act.

By operation of the Companies Act, as of the Effective Date, all of the assets, property, rights, liabilities and obligations of the Resulting Issuer immediately before the Continuation will continue to be the assets, property, rights, liabilities and obligations of the Resulting Issuer continued pursuant to the Companies Act. On the Effective Date, the Resulting Issuer's property will continue to be the property of the Resulting Issuer continued pursuant to the Companies Act; the Resulting Issuer will continue to be liable for its obligations; an existing cause of action, claim or liability to prosecution of the Resulting Issuer will be unaffected; a civil, criminal or administrative action or proceeding pending by or against the Resulting Issuer may be continued to be prosecuted by or against the Resulting Issuer; and a conviction against the Resulting Issuer may be continued against continued the Resulting Issuer or ruling, order or judgment in favour of or against the Resulting Issuer may be enforced by or against the Resulting Issuer.

The Continuation will not affect the Resulting Issuer's status as a reporting issuer pursuant to Securities Laws of any jurisdiction in Canada, and the Resulting Issuer will remain subject to the requirements of such legislation. Upon completion of the Continuation, the Resulting Issuer Shares will continue to be listed for trading on the CSE and will trade under the symbol "ACM".

Reason for Continuation

The Continuation facilitates the Resulting Issuer's ability to seek diverse investment opportunities outside of Canada. The Continuation would provide the Resulting Issuer the flexibility to structure activities outside Canada with a corporate structure contemplating an international reach for potential

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investments. Additionally, corporate laws of the Cayman Islands are based in English law and well-regarded as being based in sound legal and business principles. From an investment perspective, the Cayman Islands are favourable destinations because of their limited foreign ownership and investment restrictions, and because being organized under Companies Act is anticipated to facilitate the Resulting Issuer's access to international investors.

New Memorandum and Articles of Association

Upon formation as a Cayman Island company, or, in the case of an exempted company, within 90 days of formation in the Cayman Islands, the Resulting Issuer must file a Memorandum of Association with the Registrar of Companies, stating the name, the registered office, the objects and the authorized share capital for the Resulting Issuer. Articles of Association must also be filed providing for the rules pertaining to the relationship between members and the management of the Resulting Issuer.

Description of the Resulting Issuer's Share Capital Following Continuation

Following the completion of the Continuation, the rights of Deeprock Shareholders would be governed by the Memorandum and Articles of Association and by Cayman Law. The following is an overview of the attributes of the Resulting Issuer Shares following the Continuation and is subject to the Memorandum and Articles and Cayman Law. These attributes are, in most material respects, similar to or at least no less favourable to the Resulting Issuer Shareholders than the attributes of the Deeprock Shares that the Deeprock Shareholders currently enjoy. Though Deeprock has intended to describe and compare all material attributes, there can be no assurance that Deeprock has been able to identify all material attributes nor that any or all Deeprock Shareholders would agree that Deeprock has properly identified attributes as material.

Authorized Share Capital Upon Continuation

The proposed Memorandum of Association provides for the Resulting Issuer to be registered with an authorized share capital comprising 5,000,000,000 common shares without par value. The Companies Act requires that the amount of capital with which an exempted company is registered be divided into shares of a certain fixed amount (nominal or par-value) or shares without nominal or par value. Where shares are registered without nominal or par value, the aggregate consideration for which such authorized shares may be issued must be set out in the Memorandum of Association. As the current authorized share capital of Deeprock pursuant to the BCBCA is an unlimited number of common shares without par value, management has recommended that the authorized share structure upon Continuation remain as similar as is permissible under the Companies Act to the current structure. Accordingly, at the Meeting, the Deeprock Shareholders and Deeprock Warrantholders authorized the Resulting Issuer Board to set an aggregate consideration for which the authorized shares may be issued, such amount currently proposed to be CDN $10,000,000,000. Such aggregate stated amount would not affect the market value of the ordinary shares but would: i) provide opportunity for the sale of ordinary shares by the Resulting Issuer in order to raise funds for business expansion or investment; and ii) provide adequate reserve for issuances of ordinary shares on the exercise of stock options or RSUs under the Omnibus Plan, plus potential for future securities based compensation incentives awards or bonuses. Upon Continuation, there would be transferred to the share capital account of the common shares of the Resulting Issuer the whole of the capital paid-up on the Resulting Issuer Shares.

Comparison between BCBCA and Companies Act

The following is a summary only of certain differences between the Companies Act, the statute that will govern the Resulting Issuer's corporate affairs upon the Continuation, and the BCBCA, the statute that currently governs Deeprock's corporate affairs.

Despite the alteration of Deeprock Shareholders' rights and obligations under the Companies Act and the proposed Continuation, the Resulting Issuer will continue to be bound by the rules and policies of the CSE,

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as the Resulting Issuer Shares will continue to be listed for on the CSE, subject to approval by the CSE of the Arrangement, the applicable securities regulatory authorities and any other applicable securities legislation and rules.

Nothing that follows should be construed as legal advice to any particular Deeprock Shareholder, including such statements respecting all of the implications of the Continuation.

Charter Documents

Under the BCBCA, the charter documents of a company consist of a "Notice of Articles", which sets forth the name of the company, registered and records office information, director information and the authorized share structure of the company; and the "Articles" which govern the management of the company. The Notice of Articles is filed with the B.C. Registrar and the Articles are filed only with the company's registered and records office.

Under the Companies Act, the constating documents are the "Memorandum of Association", which sets forth the name of the company, its objects and the amount and type of authorized capital and the "Articles of Association", which govern the management of the company (the Memorandum and Articles of Association are collectively referred to as the "Memorandum and Articles").

Amendments to the Charter Documents

The Companies Act requires a minimum two-thirds majority vote to make changes to a company's charter documents – the Memorandum and Articles. Any substantive change to the corporate charter of a company under the BCBCA, such as an increase or reduction of the authorized capital of a company, requires the type of resolution specified in the Articles or if the Articles do not specify the type of resolution, a Special Resolution – a resolution passed by at least two-thirds of the votes cast by the shareholders who voted in respect of that resolution at a duly constituted meeting or a resolution signed by all of the shareholders entitled to vote on that resolution.

Inspection of Books and Records

Under the BCBCA, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation's central securities register, list of shareholders and other books and records. Under the Companies Act, shareholders have no general right to obtain copies of shareholder lists (which are referred to as the "register of members") or corporate records other than to request a copy of the Memorandum and Articles, or to apply to court under Section 64 of the Companies Act to appoint an inspector. There is no general right to inspect the books and records pursuant to the Companies Act.

Sale of Company's Undertaking

Pursuant to the BCBCA, a company may sell, lease or otherwise dispose of all or substantially all of the undertaking of the company only if it does so in the ordinary course of its business or if it has been authorized to do so by a Special Resolution passed by the majority of votes that its Articles specify is required for the company to pass a Special Resolution of the holders of the shares of each class or series entitled to vote thereon.

The BCBCA defines a Special Resolution as a resolution passed at a general meeting under the following circumstances:

(a) notice of the meeting specifying the intention to propose the resolution as a special resolution is sent to all shareholders holding shares that carry the right to vote at general meetings at least the prescribed number of days before the meeting;

(b) the majority of the votes cast by shareholders voting shares that carry the right to vote at general meetings is cast in favour of the resolution;

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(c) the majority of votes cast in favour of the resolution constitutes at least a special majority, or
(d) a resolution passed by being consented to in writing by all of the shareholders holding shares that carry the right to vote at general meetings.

Pursuant to the Companies Act, a sale, lease or exchange of all or substantially all of the property of the company needs no shareholder approval.

Shareholder Approval of Certain Transactions

Pursuant to the BCBCA, certain corporation actions, such as certain amalgamations, continuations and sales, leases or exchanges of all or substantially all the property of a corporation other than in the ordinary course of business, and other extraordinary corporate actions such as liquidations, dissolutions and (if ordered by a court) arrangements, are required to be approved by way of a Special Resolution. The Companies Act generally does not require a special resolution passed by not less than two-thirds of votes cast by shareholders for extraordinary corporate actions that require such enhanced approval under the BCBCA, other than as described below. A special resolution is however required for commencement of voluntary liquidation pursuant to the Companies Act.

In certain circumstances the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that it is facilitated by the laws of that other jurisdiction), such mergers and consolidations (other than between a parent and its subsidiary) will amongst other things require a special resolution of the members of each constituent company.

The Companies Act also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a "scheme of arrangement" which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement, the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

(a) the company is not proposing to act illegally or beyond the scope of its corporate authority,
(b) and the statutory provisions as to majority vote have been complied with;
(c) the shareholders have been fairly represented at the meeting in question;
(d) the arrangement is such as a businessman would reasonably approve; and
(e) the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a "fraud on the minority."

If the scheme of arrangement were thus approved, any dissenting shareholder would have no rights comparable to appraisal rights, which might otherwise ordinarily be available pursuant to the BCBCA which allows such dissenting shareholders to receive payment in cash for the judicially determined value of the shares.

Shareholder Approval by Written Resolution

Pursuant to the BCBCA, shareholders may approve a Special Resolution by written consent of all shareholders. As permitted pursuant to the Companies Act, the Cayman Articles will provide for the right

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of the Resulting Issuer Shareholders to approve corporate matters by way of an unanimous written resolution signed by each shareholder who would have been entitled to vote on such matters at a meeting without a meeting being held.

Compulsory Acquisition of Shares

Similar to the BCBCA, there are certain circumstances under the Companies Act where an acquiring party may be able to compulsorily acquire the shares of minority holders. Under the Companies Act, an acquiring party may be able to compulsorily acquire the common shares of minority holders in one of two ways:

(a) by a procedure under Cayman Law known as a “scheme of arrangement,” as described above in the section titled “Shareholder Approval of Certain Transactions”; or
(b) by acquiring pursuant to a tender offer 90% of the shares not already owned by the acquiring party (the “Offeror”).

If an Offeror has, within four months after the making of an offer for all the shares not owned by the Offeror, obtained the approval of not less than 90% of all the shares to which the offer relates, the Offeror may, at any time within two months after the end of that four month period, require any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their shares, unless within one month from the date on which the notice to compulsorily acquire was given to the nontendering shareholder, the nontendering shareholder is able to convince the court to order otherwise.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the company to purchase the shares held by such dissenting shareholder at the fair value of such shares. The dissent right is applicable where a company proposes to:

(a) pass a resolution to alter the Articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;
(b) pass a resolution to adopt an amalgamation agreement;
(c) pass a resolution to approve an amalgamation into a foreign jurisdiction;
(d) pass a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) pass a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;
(f) pass a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia; and
(g) pass any other resolution, if dissent is authorized by the resolution.

Pursuant to the BCBCA, shareholders are also entitled to dissent under any court order that permits dissent.

The Companies Act provides for a right of dissenting shareholders who dissent to certain proposals of a statutory merger or consolidation to be paid a payment of the fair value of their shares if they follow a prescribed procedure as described below.

The shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation. Such objection must include a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote.

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Within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection.

A shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent stating (i) his name and address; (ii) the number and classes of shares in respect of which he dissents (this must be all the shares that he holds in the constituent company); and (iii) a demand for payment of the fair value of his shares. The shareholder will cease to have any rights of a shareholder upon the giving of such Dissent Notice except the right to be paid the fair value of his shares (and the right to participate in court proceedings to determine the fair value or the right to institute proceedings on the grounds that the merger or consolidation is void or unlawful).

Within seven days following the date of the expiration of the period set out in paragraph above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount.

If the company and the shareholder fail to agree a price within such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder) must file a petition with the court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. The company must serve a copy of such petition on the other parties.

At the hearing, the Cayman court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

The costs of the proceeding may be determined by the court and the court may order all or a portion of the expenses incurred by any shareholder in connection with the proceedings, including reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares which are the subject of the proceeding.

These rights of a dissenting shareholder will not be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Oppression Remedies

Under the BCBCA, a shareholder of a company, and any other person whom the court considers to be an appropriate person to make an application, has the right to apply to court on the grounds that:

(a) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant, or

(b) some act of the company has been done or is threatened, or some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant.

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On such an application, the court may make such order as it sees fit including an order to prohibit any act proposed by the company.

Pursuant to the Companies Act there is no specific shareholder oppression regime. There is, however, a provision allowing for a petition to wind up a company on the grounds that it would be just and equitable to do so and the Cayman court has a jurisdiction to make orders in the alternative to winding up which may include (i) regulating the conduct of the company's affairs in the future requiring the company to refrain from doing an act which the petitioner has complained it has omitted to do, (ii) authorizing civil proceedings to be brought in the name and on behalf of the company by the petitioner, or (iii) providing for the purchase of the shares of any member of the company or other members of the company.

Shareholder Derivative Action

Under the BCBCA, a complainant, who is either a shareholder or director of a company, may bring an action in the name of a company to enforce a corporate cause or action or intervene to defend an action against the corporation, when the company cannot or does not take up or defend the action. No action may be brought and no intervention in an action may be made unless the court is satisfied that: (i) the complainant has first applied for leave to the court, (ii) the complainant has given notice to the company or to any other person that the court orders of the application for leave, (iii) the complainant is acting in good faith, and (iv) bringing the action is in the interests of the company.

Under the BCBCA, the court may make any order it thinks appropriate including but not limited to: (i) an order authorizing the complainant or any other person to control the conduct of the action; (ii) an order giving directions for the conduct of the action; (iii) an order that the company pay the person controlling the conduct of the action interim costs including legal fees; and (iv) an order requiring the company to pay reasonable legal fees incurred in connection with the action by the complainant or person controlling the legal proceeding.

Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the company will be the proper plaintiff in any claim based on a breach of duty owed to the company, and a claim against officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in the following circumstances:

(a) a company is acting, or proposing to act, illegally or beyond the scope of its authority; or
(b) the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or those who control the company are perpetrating a “fraud on the minority.”

Under Cayman law, a shareholder may have a direct right of action against the corporation where the individual rights of that shareholder have been infringed or are about to be infringed.

Requisition of Meetings

The BCBCA provides that shareholders of a company holding at least one-twentieth (5%) of the issued voting shares of a company may give notice to the directors requiring them to call and hold a general meeting. The Companies Act do not provide this right, but the Cayman Articles have been drafted so that shareholders holding not less than 20% of the issued voting shares may requisition a general or special meeting, as permitted by the Companies Act.

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Shareholder Proposals

The BCBCA provides that shareholders of a company have the right to put any proposal before the annual general meeting of shareholders to which the proposal relates, provided it complies with the notice provisions of the BCBCA.

Indemnification of Officers and Directors

The BCBCA allows a corporation to indemnify, reimburse and/or advance expenses to a director or former director or officer or former officer of a corporation or its affiliates against all liability and expenses reasonably incurred by him in a proceeding to which he is made party by reason of being or having been a director or officer if he acted honestly and in good faith with a view to the best interests of the corporation and, in cases where an action is or was substantially successful on the merits of his defence of the action or proceeding against him in his capacity as a director or officer.

Although the Companies Act does not specifically restrict a Cayman Islands exempted company's ability to indemnify its directors or officers, it does not expressly provide for such indemnification either. A Cayman Islands company is generally permitted to indemnify its directors or officers except where it would contradict public policy (i.e. fraud or wilful default). The Memorandum and Articles and written agreements with the Resulting Issuer's directors and officers will provide that the Resulting Issuer will indemnify its directors and officers to the fullest extent permitted by applicable law.

The Cayman Articles provide that each of the directors and officers shall be indemnified out of the assets of the Resulting Issuer against any liability incurred by him or her as a result of any act or failure to act in carrying out his or her functions other than such liability, if any, that he or she may incur by his or her own actual fraud or willful default. No such director, agent or officer shall be liable for any loss or damage in carrying out his or her functions unless that liability arises through the actual fraud or willful default of such director, agent or officer.

Giving Financial Assistance

Under the BCBCA, subject to certain exceptions, a company must disclose in its corporate records and make available to its shareholders, upon request, a brief description of any material financial assistance, including the nature and extent of the financial assistance given, the terms on which the financial assistance was given and the amount of the financial assistance given, to: (i) a person known to the company to be a shareholder of, a beneficial owner of a share of, a director of, an officer of or an employee of the company or an Affiliate of the company, (ii) a person known to the company to be an Associate of any such persons, or (iii) any person for the purpose of a purchase by that person of a share issued or to be issued by the company or an Affiliate of the company. The Companies Act does not provide similar protections or rights.

Place of Meetings

Under the BCBCA, general meetings of shareholders are to be held in British Columbia or may be held at a location outside of British Columbia if:

(a) the location is provided for in the Articles;
(b) the Articles do not restrict a company from approving a location outside of British Columbia, the location is approved by the resolution required by the Articles for that purpose, or if no resolution is specified then the location approved by ordinary resolution; or
(c) the location is approved in writing by the B.C. Registrar before the meeting is held.

The Companies Act provides that general meetings of shareholders may be held at the place such as place in or outside of the Cayman Islands as the directors determine.

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Directors

The BCBCA provides that a public company must have a minimum of three directors but does not impose any residency requirements on the directors.

The Companies Act provide that the minimum number of directors is one (1) and like the BCBCA, also does not impose any residency requirements on directors.

Duties of Directors and Officers

The BCBCA requires that directors and officers, in exercising their powers and discharging their duties, act honestly and in good faith with a view to the best interests of the corporation, while exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. No provision in the Articles, by-laws, resolutions or contracts may relieve a director or officer of these duties.

As a matter of Cayman Law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Fiduciary obligations and duties of directors under Cayman Law are substantially the same as under the BCBCA. Under Cayman Law, directors owe the following fiduciary duties: (i) duty to act in good faith in what the director believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not properly fetter the exercise of future discretion; (iv) duty not to take secret/undisclosed profits from opportunities that arise from directorship; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment.

In addition to the above, under Cayman Law directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the actual knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director under Cayman Law.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, what would otherwise be a breach of this duty can be forgiven, and authorized in advance by the shareholders provided that there is full disclosure by the directors. This will typically be done by way of permission (requiring appropriate disclosure) granted in the Memorandum and Articles or alternatively by shareholder approval at general meetings. The Resulting Issuer will include standard provisions in the Cayman Articles.

The Arrangement Agreement

The following description of the Arrangement Agreement, which contemplates the Consolidation, Spin-Out, Reverse Takeover, and Continuation both below and elsewhere in this Listing Statement, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is available on Deeprock's SEDAR+ profile at www.sedarplus.ca and which is incorporated by reference herein.

Implementation Covenants

Under the Arrangement Agreement, Deeprock and ACM have agreed to use commercially reasonable efforts to implement the Transactions and not to take any actions that frustrate implementation of the Transactions. In particular, each of the Parties has made certain covenants, subject to certain exceptions as set forth in the Arrangement Agreement, to each of the other Parties that until the earlier of the Effective Time and termination of the Arrangement Agreement in accordance with its terms:

(a) it will use its commercially reasonable efforts to satisfy the conditions precedent to its obligations to do all things necessary, proper or advisable under all applicable Laws to complete the Transaction;

(b) it will not take any action which would reasonably be expected to impede or delay the consummation of the Transaction;

(c) it will use commercially reasonable efforts to: (A) defend all lawsuits or other proceedings challenging or affecting the consummation of the Transaction; (B) appeal any order which may affect the ability of the Parties to consummate the Transaction; and (C) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the Transactions, any Law that makes consummation of the Transactions illegal or otherwise prohibits or enjoins Deeprock, ACM, and Deeprock Subco from consummating the Transaction;

(d) it will carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with applicable Laws with respect to the Transaction; and

(e) it will file, as promptly as practicable after the date of the Arrangement Agreement, any filings, notifications or applications required to obtain any Regulatory Approvals identified by it in its representations and warranties and will take all such other commercially reasonable actions as may be necessary, proper or advisable to obtain all such Regulatory Approvals prior to November 28, 2024.

Subject to receipt of the Final Order of the Court approving the Arrangements (which has already been obtained), the approval of the CSE, compliance with the requirements of the BCBCA relating, and the satisfaction or waiver of all other conditions to the Arrangement Agreement, the Parties will implement the Transactions on the Effective Date.

Effective Date and Outside Date

The Parties currently anticipate that the Effective Date will be on or about March 27, 2025. The key regulatory and other approvals required for completion of the Transactions are: conditional approval of the CSE, which has not been obtained as of the date of this Listing Statement; and final approval of the Court was obtained on January 9, 2025. It is currently anticipated that the Transactions can be completed prior to the "Outside Date" of April 30, 2025, unless agreed otherwise by ACM.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Deeprock to ACM and ACM to Deeprock. It is a condition to completion of the Transactions that these representations and warranties are true and correct (subject to a materiality standard), failing which the Party not in breach of its representations and warranties may terminate the Arrangement Agreement, following a cure period provided to the Party in breach. The representations and warranties do not survive completion of the Transactions and neither Party nor its shareholders has any remedy for a breach discovered following the Effective Date.

The representations and warranties provided by Deeprock in favour of ACM relate to, among other things, organization and qualification; subsidiaries; authority relative to the Arrangement Agreement; required approvals; no violation; capitalization and listing; brokers and related expenses; environmental matters; and U.S. securities laws matters.

The representations and warranties provided by ACM in favour of Deeprock relate to, among other things, organization and qualification; subsidiaries; authority relative to the Arrangement Agreement; required

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approvals; no violation; capitalization; shareholder and similar agreements; reporting issuer status and securities laws matters; and U.S. securities laws matters.

The foregoing representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the Parties in connection with negotiating its terms and as set out in certain disclosure delivered in connection with the Arrangement Agreement. In particular, some of the representations and warranties are subject to a contractual standard of materiality which may be different from that generally applicable to public disclosure, or are used for the purpose of allocating risk between the Parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

Conditions to the Transactions Becoming Effective

In order for the Transactions to become effective, certain conditions must have been satisfied or waived which are summarized below.

Conditions Precedent

The obligations of ACM and Deeprock to complete the Transactions will be subject to the satisfaction of, among others, the following mutual conditions, which may be waived only with the consent of each of ACM and Deeprock:

(a) the Final Order will have been obtained on terms consistent with the Arrangement Agreement and in form and substance acceptable to each of Deeprock and ACM, acting reasonably, and will not have been set aside or modified in a manner unacceptable to either Deeprock and ACM, each acting reasonably, on appeal or otherwise;

(b) no Governmental Entity will have enacted, issued, promulgated, enforced or entered any order or Law which is then in effect and has the effect of making the Transactions illegal or otherwise preventing or prohibiting consumption of the Transaction;

(c) all Regulatory Approvals will have been obtained, including the CSE conditionally accepting completion of the Arrangement, including the Consolidation, Spin-out, Concurrent Financing, Reverse Takeover, and the Continuation;

(d) Deeprock and ACM shall have received consents to act as director from each of the nominees to the Resulting Issuer Board;

(e) the Resulting Issuer Shares to be issued pursuant to the Arrangement, subject to customary conditions, have been approved for listing on the CSE;

(f) the securities to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act of 1933 pursuant to Section 3(a)(10) thereof; and

(g) the Arrangement Agreement has not been terminated by either Deeprock or ACM.

ACM Conditions

The obligations of ACM to complete the Arrangement will be subject to the satisfaction of, among others, the following conditions, any of which may be waived by ACM:

(a) the Plan of Arrangement will have been approved and adopted by the Deeprock Shareholders and Deeprock Warrantholders at the Meeting in accordance with the Interim Order and the BCBCA (and as at the date hereof, this approval has been obtained);

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(b) the representations and warranties of Deeprock will be true and correct at and as of the Effective Time, subject to certain exceptions as set forth in the Arrangement Agreement;

(c) Deeprock Shareholders shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement, other than Deeprock Shareholders representing not more than 5% of the Deeprock Shares then outstanding;

(d) Deeprock will have performed and complied in all material respects with its covenants in the Arrangement Agreement to be performed and complied with on or before the Effective Date, and Deeprock shall have provided to ACM a certificate of two senior officers of Deeprock certifying (on Deeprock’s behalf and without personal liability) compliance with such covenants dated the Effective Date; and

(e) since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Material Adverse Effect and Deeprock shall have provided to ACM a certificate of two senior officers of Deeprock to that effect (on Deeprock’s behalf and without personal liability).

Deeprock Conditions

The obligation of Deeprock to complete the Arrangement will be subject to the satisfaction of, among others, the following conditions, any of which may be waived by Deeprock:

(a) the ACM Shareholders will have approved the Amalgamation and Continuation (and as at the date hereof, this approval has been obtained);

(b) the representations and warranties of ACM will be true and correct at and as of the Effective Time, subject to certain exceptions as set forth in the Arrangement Agreement;

(c) ACM will have performed and complied in all material respects with its covenants in the Arrangement Agreement to be performed and complied with on or before the Effective Date;

(d) since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Material Adverse Effect and ACM shall have provided to Deeprock a certificate of two senior officers of ACM to that effect (on ACM’s behalf and without personal liability); and

(e) all ACM Options have been exercised in accordance with their terms unless otherwise agreed by Deeprock.

Covenants

Covenants of Deeprock regarding the conduct of business

Deeprock has made certain covenants, subject to certain exceptions as set forth in the Arrangement Agreement, including that, until the earlier of the Effective Time and termination of the Arrangement Agreement in accordance with its terms:

(a) Deeprock will in all material respects conduct the businesses of Deeprock and its Subsidiaries only in the ordinary course of business and use commercially reasonable efforts to preserve intact the present business organization, goodwill, business relationships and assets of Deeprock and its Subsidiaries;

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(b) Deeprock and each of its Subsidiaries will not, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, directly or indirectly:

(c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Deeprock Shares;

(d) materially change the business carried on by Deeprock and its Subsidiaries, as a whole; or

(e) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted, and use its commercially reasonable efforts to maintain such Authorizations;

Deeprock and each of its Subsidiaries will not take any action inconsistent with past practice relating to the filing of any tax return or the withholding, collecting, remitting and payment of any tax; not make or revoke any material election relating to any taxes, other than any election that has yet to be made in respect of any event or circumstance occurring prior to the date of the Arrangement Agreement, not enter into any tax sharing, tax allocation, tax related waiver or tax indemnification agreement; and not settle (or offer to settle) any tax claim, audit, proceeding or re-assessment that would reasonably be expected to be material to Deeprock and its Subsidiaries, taken as a whole.

Deeprock will not authorize, agree to, propose, enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited set out above or resolve to do so.

Covenants of ACM regarding the conduct of business

ACM has made certain covenants, subject to certain exceptions as set forth in the Arrangement Agreement, including that, until the earlier of the Effective Time and termination of the Arrangement Agreement in accordance with its terms:

(a) ACM will in all material respects conduct the business of ACM and its Subsidiaries only in the ordinary course of business and use commercially reasonable efforts to preserve intact the present business organization of ACM and its Subsidiaries.

(b) ACM will not, and will cause each of its subsidiaries not to, directly or indirectly:

(d) declare, set aside or pay any dividend or other distribution in respect of any ACM Shares;

(e) redeem, purchase or otherwise acquire or offer to purchase or otherwise acquire ACM Shares or other securities of ACM;

(f) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of ACM;

(g) merge ACM with any other Person;

(h) reduce the stated capital of the shares of ACM;

(i) materially change the business carried on by ACM and its Subsidiaries, taken as a whole; or

(j) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any ACM Shares or other equity or voting interests or any options, stock appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise,

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conversion or otherwise) any ACM Shares or other equity or voting interests or other securities or any shares of its Subsidiaries (including, for greater certainty, any equity based awards).

ACM will not authorize, agree to, propose, enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited set out above or resolve to do so.

Mutual Covenants

Each of Deeprock and ACM have made certain mutual covenants, subject to the terms and conditions of the Arrangement Agreement, including that, until the earlier of the Effective Time and termination of the Arrangement Agreement in accordance with its terms:

(a) Deeprock and ACM will use its commercially reasonable efforts to, and cause each of their Subsidiaries to, satisfy the conditions precedent to its obligations hereunder as set forth in the Arrangement Agreement and complete the Transactions including obtaining all necessary and material authorizations and cooperate with the other part.

(b) Deeprock and ACM will not take any action which is inconsistent with the Arrangement Agreement or which would reasonably be expected to materially impede or materially delay the consummation of the Transactions.

(c) Deeprock and ACM will use commercially reasonable efforts to defend all legal or regulatory proceedings against themselves or any of their Subsidiaries challenging or affecting the Arrangement Agreement or the consummation of the Transactions; appeal or have lifted any injunction or restraining order relating to themselves or their Subsidiaries which may materially adversely affect the ability to consummate the Transactions, and appeal or overturn or have lifted in respect of the Transactions, any law that make the consummation of the Transactions illegal or otherwise prohibits or enjoins Deeprock or ACM from consummating the Transactions.

(d) Deeprock and ACM will do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of the Arrangement Agreement including, without limitation, complying with the requirements for obtaining an exemption from the registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act in connection with the issuance of the securities to be issued pursuant to the Arrangement to Deeprock Shareholders in the United States.

(e) Deeprock and ACM will carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements required by law with respect to the Transactions.

Termination

Subject to the requirements set out in the Arrangement Agreement, the Arrangement Agreement may be terminated:

(a) by mutual written agreement of Deeprock and ACM;

(b) by either Deeprock or ACM, if:

(c) the Effective Time has not occurred before the Outside Date, except that this right to terminate will not be available to a Party if such Party has caused the failure of the Effective Time to occur by the Outside Date;

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(d) after the date of the Arrangement Agreement, an applicable Law is enacted or made that prohibits the consummation of the Arrangement, or step thereof including the Continuation or Amalgamation; or
(e) the Deeprock Shareholder Approval had not been obtained at the Meeting;
(f) by Deeprock, if prior to the Effective Time:
(g) if prior to the Effective Date, there is a material change in the business, operations, properties, assets, liabilities, or condition, financial, or otherwise, of Deeprock and its Subsidiaries, taken as a whole, or in ACM, or any change in general economic conditions, interest rates or any outbreak or material escalation in, or the cessation of, hostilities or any other calamity or crisis, or there should develop, occur or come into effect any occurrence which has a material effect on the financial markets of Canada and the Deeprock Board determines in its sole judgement that it would be inadvisable in such circumstances for Deeprock to proceed with the Arrangement; or
(h) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of ACM set forth in the Arrangement Agreement shall have occurred that would cause the closing conditions set forth in the Arrangement Agreement not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, as reasonably determined by Deeprock and provided that Deeprock is not then in breach of the Arrangement Agreement so as to cause such condition not to be satisfied.

Procedure for Arrangement to Become Effective

In order for the Transactions to become effective:

(a) the Transactions must be approved by the CSE;
(b) the Plan of Arrangement must be approved by Deeprock Shareholders and Deeprock Warrantholders (and such approval has been received as of the date of this Listing Statement);
(c) the Amalgamation and Continuation must be approved by the ACM Shareholders (and such approval has been received as of the date of this Listing Statement);
(d) Deeprock must seek the Final Order from the Court; and
(e) all conditions precedent to the Plan of Arrangement, as set out in the Arrangement Agreement, must be satisfied or waived by the appropriate party.

Deeprock Shareholdings

As of the date of this Listing Statement, the directors and officers of Deeprock beneficially own, directly or indirectly, or exercised control or direction over, in the aggregate, 12,038,665 Deeprock Shares, which represent approximately $11.87\%$ of the total number of outstanding Deeprock Shares. All Deeprock Shares held by the directors and officers of Deeprock will be treated identically and in the same manner under the Transactions as Deeprock Shares held by any other Deeprock Shareholders.

The following table sets out the names and positions of the directors and officers of Deeprock and as of the date of this Listing Statement, the number and percentage of Deeprock Shares owned, or over which control or direction is exercised, by each such director or officer of Deeprock and, where known after reasonable enquiry, by their respective associates or affiliates:

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Name and Office Held	Number of Deeprock Shares	Percentage of Deeprock Shares^{(1)}
Andrew Lee^{(2)}
Director, CEO and Corporate Secretary	3,250,000	3.21%
Richard Shatto^{(3)}
Director	2,228,665	2.26%
Thomas Christoff
Director	6,360,000	6.27%
Roger Baer
Director	Nil	0%
Keith Margetson
Chief Financial Officer	1,800,000	1.78%

Notes:

As of the date of this Listing Statement there were 101,390,580 Deeprock Shares issued and outstanding. Information as to Deeprock Shares beneficially owned, has been furnished by the respective person, has been extracted from the list of registered shareholders maintained by the Transfer Agent, has been obtained from insider reports filed by each respective person and available online via SEDI or has been obtained from early warning reports or alternative monthly reports filed by the respective person and available online on SEDAR+.
Mr. Lee holds 3,250,000 Deeprock Shares directly.
Mr. Shatto 1,549,999 Deeprock Shares directly and 678,666 Deeprock Shares are registered to Point Nexus Consulting Inc. which is a company controlled by Mr. Shatto.

The Concurrent Financing

ACM completed the Concurrent Financing in two tranches (on March 13, 2025 and March 25, 2025) in connection with the Offering, to raise anticipated minimum total gross proceeds of $4,578,136 by the private placement sale and issuance of Subscription Receipts at a price of $0.20 per Subscription Receipt. Holders of Subscription Receipts are entitled to receive, for no additional consideration, one ACM Unit for each Subscription Receipt held upon satisfaction or waiver of the Escrow Release Conditions.

The Concurrent Financing included the Bridge Financing conversion amount of $275,000, which included the total gross proceeds of the Bridge Financing and the fees in connection therewith that were all converted into Subscription Receipts at a price of $0.20 per Subscription Receipt.

Each ACM Unit consists of one ACM Share and one-half of one ACM Warrant, with each ACM Warrant entitling the holder thereof to acquire one additional ACM Share at a price of $0.25 per share for a period of 24 months from the date the Escrow Release Conditions are satisfied. Each ACM Share issued under the Concurrent Financing will be automatically exchanged for one Resulting Issuer Share immediately following the RTO Effective Time of the Arrangement, and each one ACM Warrant issued under the Concurrent Financing will entitle the holder thereof to purchase one Resulting Issuer Share.

The Concurrent Financing was completed by way of a best efforts brokered private placement led by Research Capital Corp. (the "Agent") as lead agent and sole bookrunner together with a syndicate of agents (collectively, the "Agents"). Pursuant to an agency agreement with the Agent (the "Agency Agreement"), ACM paid to the Agents an aggregate amount equal to $260,460 consisting of the Agents' fee ("Agents' Fee"), an advisory fee (the "Advisory Fee", and together with the Agents' Fee, the "Cash Compensation") and a corporate finance fee (the "Corporate Finance Fee").

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As additional consideration for the services of the Agents, on the closing of the Offering, ACM granted: (i) an aggregate of 1,119,800 broker warrants to the Agents, equal to 8.0% of the number of Subscription Receipts sold pursuant to the brokered offering (reduced to 4% for president’s list purchasers up to $1,500,000); and (ii) an aggregate of 260,000 advisory warrants (together, the “Compensation Options”). Each Compensation Option entitles the holder thereof to acquire one ACM Unit, consisting of one ACM Share (a “Compensation Option Share”) and one-half of one ACM Warrant (each whole ACM Warrant, a “Compensation Option Warrant”), at an exercise price equal to $0.20 for a period of 24 months following the Listing date, which is when all the Escrow Release Conditions are satisfied. Each Compensation Option Warrant entitles the holder thereof to purchase one ACM Share at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions (as defined herein) are satisfied, subject to adjustment in certain events as set out in the warrant indenture entered into between ACM, Deeprock, and the Subscription Receipt Agent (as defined herein).

Certain purchasers of Subscription Receipts settled directly with ACM (the “Direct Settlers”). Proceeds from the sale of Subscription Receipts to certain Direct Settlers (the “Non-Escrowed Subscription Receiptholders”) were not held in escrow by the Agent.

ACM and the Agents agreed to complete the Concurrent Financing by way of subscription receipts (the “Subscription Receipts”). As such, ACM entered into a subscription receipt agreement for escrow of funds received in connection therewith (the “Subscription Receipt Agreement”) with a licensed Canadian trust company or other escrow agent (the “Subscription Receipt Agent”) mutually acceptable to the Agents, ACM, and Deeprock. Proceeds of the brokered offering (less an amount equal to 50% of the Cash Compensation, and all of the reasonable costs and expenses of the Agents in connection with the Concurrent Financing) have been deposited into escrow with the subscription receipt agent, together with all interest and other income earned on such funds, hereinafter referred to as the “Escrowed Funds”.

The Escrowed Funds will be released from escrow by the Subscription Receipt Agent upon satisfaction of the following conditions no later than the 90th day following the closing of the Concurrent Financing, or such other date as may be mutually agreed to in writing between ACM, Deeprock, and the Agents (the “Escrow Release Deadline”), including:

a) the completion of the Consolidation and the Name Change;
b) the completion of the Spin-Out;
c) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the CSE for the Listing and the RTO;
d) the completion, satisfaction or waiver of all conditions precedent to the RTO in accordance with the Arrangement Agreement, to the satisfaction of the Agents
e) the Resulting Issuer Shares and the Resulting Issuer Warrants issued in exchange for the ACM Shares and ACM Warrants, respectively, not being subject to any statutory or other hold period in Canada (“free trading” securities) (other than escrow or lock-up applicable to the principals of the Resulting Issuer);
f) the representations and warranties of ACM and Deeprock contained in the Agency Agreement being true and accurate in all material respects, as if made on and as of the escrow release date; and
g) ACM, Deeprock, and the Agents having delivered a joint notice and direction to the Subscription Receipt Agents confirming that the conditions set forth in (a) to (f) above have been met or waived.

(together, the “Escrow Release Conditions”)

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Provided that the Escrow Release Conditions are satisfied or waiver prior to the Escrow Release Deadline, the Escrowed Funds will be released from escrow by the Subscription Receipt Agent to ACM and the Agent, respectively and the remaining 50% of the Agent's Commission will be paid to the Agent. In addition, the Agent will receive that number of Resulting Issuer Warrants equal to the agreed percentage of the number of Subscription Receipts, other than the Subscription Receipts purchased by those on the president's list.

If the Escrow Release Conditions have not been satisfied on or prior to the Escrow Release Deadline, the Escrowed Funds, together with any interest accrued thereon, will be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled. ACM will be responsible and liable to the holders of the Subscription Receipts for any shortfall between the aggregate Subscription Receipt price paid by the original purchasers of the Subscription Receipts and the amount of the Escrowed Funds.

In connection with the Concurrent Financing, the founders, promoters, directors, senior officers, existing shareholders with greater than 10% ownership of ACM and Deeprock (other than Roger Baer and Thomas Christoff, who are the independent directors of Deeprock), and directors, officers and insiders of the Resulting Issuer (together, the "Lock-Up Parties"), entered into agreements in favour of the Agents in which they did covenant and agree that they will not, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, securities of the Resulting Issuer held by them, directly or indirectly (the "Locked-Up Securities"), without prior consent of the RCC, which consent will not be unreasonably withheld or delayed, provided that the RCC's consent shall not be required in connection with (a) the exercise of previously issued options or other convertible securities, (b) transfers among a shareholder's affiliates for tax or other planning purposes, or (c) a tender or sale by a shareholder of securities of the Resulting Issuer in or pursuant to a take-over bid or similar acquisition arrangement involving a change of control of ACM. If the CSE does not require an escrow arrangement for the founders' and promoters' securities of ACM and Deeprock ("Founder Securities"), ACM and Deeprock shall deposit the Founder Securities (share certificates or other evidence of these securities) with an escrow agent pursuant to an escrow agreement, as mutually agreed upon between ACM, Deeprock, and RCC. The Locked-Up Securities and Founder Securities shall be released as follows:

Date	Percentage Released
3 months from Listing Date	10%
6 months from Listing Date	15%
12 months from Listing Date	25%
18 months from Listing Date	25%
24 months from Listing Date	25%

Tax Considerations

Based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act") in force on the date hereof and any proposals to amend the Tax Act publicly

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announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Resulting Issuer Shares, would be a “qualified investment” for a trust governed by a “registered retirement savings plan”, “registered retirement income fund”, “tax-free savings account”, “registered education savings plan” and “registered disability savings plan”, as those terms are defined in the Tax Act (collectively, the “Plans”) if and provided that either such share are listed on a “designated stock exchange” for the purposes of the Tax Act (which includes the CSE) or the Resulting Issuer is a “public corporation” (as defined in the Tax Act) at the relevant time.

However, the Deeprock Spinco does not qualify as a “public corporation” and the Deeprock Spinco Shares are not currently listed on a “designated stock exchange”, and the timing of such a listing, if any, cannot be guaranteed. In general terms, adverse consequences under the Tax Act, not discussed in this summary, apply to a Plan and/or its annuitant, subscriber or holder (as the case may be) where a Plan acquires or holds a non-qualified investment. Holders who currently hold Deeprock Shares within a Plan are advised to consult their own tax advisors.

Notwithstanding that Resulting Issuer Shares may be a qualified investment for a Plan, the holder, subscriber or annuitant of the Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act if such shares are a “prohibited investment” for the Plan for purposes of the Tax Act. A Resulting Issuer Share will generally be a “prohibited investment” for a Plan if the holder, subscriber or annuitant, as the case may be, does not deal at arm’s length with Deeprock for the purposes of the Tax Act or has a “significant interest” (as defined in the Tax Act) in Deeprock. In addition, the Resulting Issuer Shares will generally not be a prohibited investment if they are “excluded property”, as defined in the Tax Act. Annuitants, subscribers or holders, as the case may be, of a Plan should consult their own tax advisors with respect to whether the Resulting Issuer Shares would be prohibited investments for the purposes of the Tax Act.

Federal Income Tax Considerations Relating to the Arrangement

In the opinion of Deeprock, the following summary, as of the date hereof, describes the principal Canadian federal income tax considerations generally applicable under income tax to Deeprock Shareholders with respect to the Plan of Arrangement.

This summary is applicable to a Deeprock Shareholder who, at all relevant for the purposes of the Tax Act: (i) deals at arm’s length and is not affiliated with Deeprock, Deeprock Spinco and ACM, and (ii) holds Deeprock Shares and will hold Resulting Issuer Shares, and Deeprock Spinco Shares, as applicable as capital property (a “Holder”). Such shares will generally be considered to be capital property to a holder provided that the holder does not use such securities in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure in the nature of trade.

This summary is also not applicable to a Holder (a) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act, (b) that is a “specified financial institution” for purposes of the Tax Act, (c) an interest in which is a “tax shelter investment” as defined in the Tax Act, (d) that reports its “Canadian tax results” within the meaning of section 261 of the Tax Act in a currency other than Canadian currency, or (e) that has entered into, or enters into, with respect to any of the shares discussed herein, a “derivative forward agreement” as defined in the Tax Act.

This summary is based on the current provisions of the Tax Act, the regulations thereunder, and our understanding of the current administrative and assessing practices of the Canada Revenue Agency. This summary also takes into account all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by the Minister of Finance (Canada) prior to the date of this Listing

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Statement (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted substantially as proposed, although no assurance in this regard can be given. Other than the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law or administrative practice, whether by legislative, governmental or judicial action or interpretation, nor does it take into account provincial, territorial or foreign income tax considerations.

The following summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Deeprock Shareholder. Accordingly, Deeprock Shareholders are advised to consult their own tax advisors concerning the income tax consequences to them.

Holders Resident in Canada

This portion of the summary is applicable to a Holder who at all relevant times, for purposes of the Tax Act and any applicable tax treaty, is or is deemed to be, resident in Canada (a "Resident Holder").

Certain Resident Holders for whom Deeprock Shares, Resulting Issuer Shares or Deeprock Spinco Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have those shares, and any other "Canadian securities" (as defined in the Tax Act) owned by that Resident Holder in the taxation year in which the election is made and all subsequent taxation years, be deemed to be capital property.

Exchange of Deeprock Shares for Resulting Issuer Shares and Deeprock Spinco Shares

The cost of a Resident Holder of Deeprock Spinco Shares acquired on the exchange of Deeprock Shares for Resulting Issuer Shares and Deeprock Spinco Shares will be equal to the fair market value of the Deeprock Spinco Shares at the time of the exchange. The cost to a Resident Holder of Resulting Issuer Shares acquired in such exchange will be equal to the amount, if any, the adjusted cost base ("ACB") of the Resident Holder's Deeprock Shares immediately before the exchange exceeds the fair market value of the Deeprock Spinco Shares received on the exchange.

The aggregate fair market value of the Deeprock Spinco Shares received by a Resident Holder on the exchange is expected to exceed the paid-up capital as determined for purposes of the Tax Act of the Deeprock Shares exchanged. This excess will generally be deemed to be a dividend received by the Resident Holder from Deeprock. See "Taxation of Dividends" below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends.

On the exchange of Deeprock Shares for Resulting Issuer Shares and Deeprock Spinco Shares, a capital gain (or capital loss) may be realized by a Resident Holder equal to the amount by which (a) the aggregate of the cost of the Deeprock Spinco Shares and the Resulting Issuer Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange, exceeds (or is less than) (b) the aggregate of the ACB of the Deeprock Shares exchanged and any reasonable costs of disposition. See "Taxation of Capital Gains and Losses" below. Any capital loss realized may be subject to a number of stop-loss rules which are not discussed herein. Resident Holders who anticipate realizing a capital loss are encouraged to speak to their own advisors. Any capital loss realized may be subject to a number of stop-loss rules which are not discussed herein. Any Resident Holder who anticipates realizing a capital loss is encouraged to speak to their own tax advisors.

Taxation of Dividends

A Resident Holder will be required to include in computing its income for a taxation year the amount of any dividends received (or deemed to be received) on Deeprock Shares, Resulting Issuer Shares, or Deeprock Spinco Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit

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applicable to any dividends designated by Deeprock or Deeprock Spinco, as applicable, as an eligible dividend in accordance with the provisions of the Tax Act. A Resident Holder that is a corporation will be required to include in income any dividend received or deemed to be received on the Resident Holder's Deeprock Shares, Resulting Issuer Shares, or Deeprock Spinco Shares, as applicable, but generally will be entitled to deduct an equivalent amount in computing taxable income. In certain circumstances, section 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation", as defined in the Tax Act, or any other corporation controlled, whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), will generally be liable to pay a refundable tax on dividends received (or deemed to be received) on Deeprock Shares, Resulting Issuer Shares, or Deeprock Spinco Shares, as applicable, to the extent such dividends are deductible in computing the Resident Holder's taxable income for the taxation year.

Disposing of Shares

A Resident Holder who disposes or is deemed to have disposed of Resulting Issuer Shares, or Deeprock Spinco Shares (other than to the respective issuer of such share) will generally give rise to a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or less) than such holder's adjusted cost base of such shares. The tax treatment of capital gains and capital losses is discussed in greater detail below under "Capital Gains and Capital Losses".

Capital Gains and Capital Losses

Generally, two-thirds of any capital gain (a "taxable capital gain") realized by a Resident Shareholder on Resulting Issuer Shares will be included in the Resident Shareholder's income for the year of disposition. For Resident Shareholders who are individuals, graduated rate estates or qualifying disability trusts, a deduction is available for the first $250,000 of gains realized in a taxation year, such that only 50% is included in income. Similar inclusion rates are applied to capital losses (an "allowable capital loss") and can be deducted by a Resident Shareholder against taxable capital gains realized in the year of disposition. Any unused allowable capital losses may be applied to reduce net taxable capital gains realized in the three preceding taxation years or any subsequent taxation year, subject to the provisions of the Tax Act in that regard.

The amount of any capital loss realized on the disposition or deemed disposition of Deeprock Shares, Resulting Issuer Shares, or Deeprock Spinco Shares by a holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a holder that is a corporation is a member of a partnership or beneficiary of a trust that owns such shares.

A holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may also be liable to pay an additional refundable tax of 10 ⅔% on its "aggregate investment income" for the year which will include taxable capital gains.

Individuals (other than certain trusts) may be subject to alternative minimum tax in respect of realized capital gains.

Holders Not Resident in Canada

The following summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act and any applicable tax treaty: (i) is not (and is not deemed to be) a resident in Canada; (ii) does

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not use or hold, (and is not deemed to use or hold) and will not use or hold Deeprock Shares, Resulting Issuer Shares, or Deeprock Spinco Shares in carrying on a business in Canada (a “Non-Resident Holder”). This portion of the summary is not applicable to a Non-Resident Holder that is (i) an insurer carrying on an insurance business in Canada and elsewhere or (ii) an “authorized foreign bank” as defined in the Tax Act.

Exchange of Deeprock Shares for Resulting Issuer Shares and Deeprock Spinco Shares

The cost to a Non-Resident Holder of Deeprock Spinco Shares acquired on the exchange of Deeprock Shares for Resulting Issuer Shares and Deeprock Spinco Shares will be equal to the fair market value of the Deeprock Spinco Shares at the time of the exchange. The cost to a Non-Resident Holder of Deeprock Shares acquired on the exchange will be equal to the amount, if any, by which the ACB of the Non-Resident Holder’s Deeprock Shares immediately before the exchange exceeds the fair market value of the Deeprock Spinco Shares received on the exchange. The aggregate fair market value of the Deeprock Spinco Shares received by a Non-Resident Holder on the exchange is expected to exceed the paid-up capital as determined for purposes of the Tax Act of the Deeprock Shares exchanged. This excess will generally be deemed to be a dividend received by the Non-Resident Holder from Deeprock subject to withholding tax. See “Dividends on Shares” below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends.

Deeprock will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to a Non-Resident Holder (including the Deeprock Spinco Shares) such amounts as Deeprock is required or permitted to deduct and withhold under the Tax Act. To the extent that Deeprock is required to deduct and withhold from consideration that is not cash, including the Deeprock Spinco Shares, Deeprock is entitled to liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations (including any applicable interest and penalties). Any such sales may negatively impact the trading price of the Deeprock Spinco Shares (if listed). Any Deeprock Spinco Shares that are withheld and are not sold to realize sufficient net proceeds to fund withholding tax obligations (if any) will be distributed to the Non-Resident Holders.

On the exchange of Deeprock Shares for Resulting Issuer Shares and Deeprock Spinco Shares, a capital gain (or capital loss) may be realized by a Non-Resident Holder equal to the amount by which (a) the aggregate of the cost of Deeprock Spinco Shares and of the Resulting Issuer Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) (b) the aggregate of the ACB of Deeprock Shares exchanged and any reasonable costs of disposition. Any capital loss may be subject to a number of stop-loss rules not discussed herein. Non-Resident Holders are encouraged to speak to their own tax advisors in this regard.

Capital Gains and Capital Losses

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Deeprock Share, a Resulting Issuer Share, or a Deeprock Spinco Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless such share constitutes “taxable Canadian property” to the Non-Resident Holder thereof for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

Provided the Deeprock Shares and Resulting Issuer Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the CSE), at the time of disposition, the Deeprock Shares and Resulting Issuer Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition the following two conditions are met concurrently: (a) one or more of any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length, and (iii)

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partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships owned 25% or more of the issued shares of any class or series of shares of Deeprock; and (b) more than 50% of the fair market value of the shares of Deeprock was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Tax Act), "timber resource properties" (as defined in the Tax Act) or an option, an interest or right in such property, whether or not such property exists. Notwithstanding the foregoing, a Deeprock Share or Resulting Issuer Share may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act.

If the Deeprock Spinco Shares are not listed on a "designated stock exchange" at the time they are disposed of by a Non-Resident Holder, such shares will constitute taxable Canadian property of the Non-Resident Holder if, at any time in the 60-month period immediately preceding the disposition, more than 50% of the fair market value of such shares was derived directly or indirectly from property referred to under paragraph (b) above.

Reporting and withholding obligations under section 116 of the Tax Act apply when a person who is not resident in Canada for purposes of the Tax Act disposes of "taxable Canadian property", other than "excluded property". "Excluded property" includes a share of a class of shares of a corporation that is listed on a recognized stock exchange (which includes the CSE).

Taxation of Dividends

Dividends paid to a holder not resident in Canada (including, for this purpose, a partnership other than a "Canadian partnership" as defined in the Tax Act) will generally be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the holder is entitled under any applicable tax treaty between Canada and the country in which the holder is resident. Where the beneficial holder of the shares is a United States resident entitled to benefits under the Canada-U.S. Income Tax Convention, the applicable rate of Canadian withholding tax is generally reduced to 15%.

Federal Income Tax Considerations Relating to the Continuation

It is intended that the Resulting Issuer shall remain, despite the Continuation, as a Canada taxpayer for the purposes of the Tax Act. In doing so, there would be no change of tax characterization for holders of Resulting Issuer Shares or the Resulting Issuer itself upon completion of the Continuation. Nevertheless, the Resulting Issuer may if deemed necessary or desirable to elect to change its status as a Canada taxpayer under the Tax Cat.

The following describes certain of the principal Canadian federal income tax considerations to holders of Common Shares of the Resulting Issuer (which, for purposes of this summary, includes the Cayman Shares as the context requires or implies) in respect of the Continuation and the Resulting Issuer ceasing to be resident in Canada for purposes of the Income Tax Act (Canada) (the "Tax Act"). In order to cease to be resident in Canada for the purposes of the Tax Act, in addition to effecting the Continuation, the Company must ensure that its central management and control is not exercised in Canada. The Resulting Issuer intends to take all appropriate steps in this regard if the Board determines to proceed with the Continuation. This summary assumes that all appropriate steps will be taken and that, at the time of the Continuation, the Resulting Issuer will cease to be resident in Canada for purposes of the Tax Act, although this result cannot be guaranteed. This summary also assumes that at no time will more than fifty percent (50%) of the interests in the Resulting Issuer be held by one or more "financial institutions" as defined for

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purposes of the Tax Act. No income tax ruling or legal opinion has been sought or obtained with respect to any of the assumptions made in this summary, and the discussion that follows is qualified accordingly.

This summary is applicable only to Resulting Issuer Shareholders who, for purposes of the Tax Act and at all relevant times, hold the Resulting Issuer Shares as capital property and deal at arm's length, and are not affiliated, with the Resulting Issuer.

This summary is based on the provisions of the Tax Act and regulations thereunder in force as at the date hereof and on our understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"). This summary takes into account all specific proposed changes to the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, and assumes that all such proposed changes will be adopted in the form proposed, although there can be no assurance in this regard. This summary does not take into account any other changes in law, whether by judicial, governmental or legislative decision or action, nor any provincial, territorial or foreign income tax considerations.

This summary is not exhaustive of all possible Canadian federal income tax considerations. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Shareholder. Shareholders should consult their own tax advisers for advice with respect to their particular circumstances.

Tax Consequences to Shareholders

Shareholders Resident in Canada

The following portion of the summary is applicable to a holder of Resulting Issuer Shares who is or is deemed to be resident in Canada for purposes of the Tax Act and who will continue to be resident in Canada at all times while such holder holds the shares (a "Resident Shareholder").

A Resident Shareholder will not be considered to have disposed of his or her Resulting Issuer Shares or to have realized a taxable capital gain or loss by reason only of the Continuation. The Continuation will also have no effect on the adjusted cost base of a Resident Shareholder's Resulting Issuer Shares.

Following the Continuation, any dividends received by a Resident Shareholder on Resulting Issuer Shares may be included in computing the shareholder's income as foreign source non-business income. A Resident Shareholder will be entitled to include any Cayman taxes, if any, that are required to be withheld on the dividend in computing any deduction or a foreign tax credit under the Tax Act in relation thereto, subject to the detailed rules of the Tax Act. A Resident Shareholder who is an individual will not be entitled to the gross-up and dividend tax credit rules normally applicable to taxable dividends on shares of taxable Canadian corporations. Similarly, a Resident Shareholder that is a corporation will not be entitled to a deduction in respect of any dividends received as it would for dividends received on shares of a taxable Canadian corporation. A Resident Shareholder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) will be subject to the rules that can impose an additional refundable tax on such dividends.

The tax treatment under the Tax Act of a disposition or deemed disposition of Resulting Issuer Shares by a Resident Shareholder will not be affected by the Continuation and such a disposition arising after the Continuation will generally result in a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of the Resulting Issuer Shares immediately before the disposition. Generally, two-thirds of any capital gain (a "taxable capital gain") realized by a Resident Shareholder on Resulting Issuer Shares will be included in the Resident Shareholder's income for the year of disposition. For Resident Shareholders who are individuals, graduated rate estates or qualifying disability trusts, a deduction is available for the first $250,000 of gains realized in a taxation year, such that only 50% is included in income. Similar inclusion rates are applied to capital losses (an "allowable capital loss") and can be deducted by a Resident

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Shareholder against taxable capital gains realized in the year of disposition. Any excess of allowable capital losses over taxable capital gains of the Resident Shareholder for the year of disposition may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains in those other years to the extent and in the circumstances prescribed in the Tax Act.

Following the Continuation, the Resulting Issuer will cease to be a public corporation for purposes of the Tax Act. However, provided that the Resulting Issuer Shares are listed on a designated stock exchange such as the CSE, at the time of the Continuation and thereafter, the Resulting Issuer Shares will continue to be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans, tax-free savings accounts and first home savings accounts.

Once the Resulting Issuer ceases to be resident in Canada for purposes of the Tax Act, the Cayman Shares and other securities of the Company will constitute “specified foreign property” for the purposes of determining whether a Resident Shareholder is subject to the special reporting requirements under the Tax Act in respect of foreign property holdings. In addition, a Resident Shareholder who holds the Resulting Issuer Shares as an “offshore investment fund property” for purposes of the Tax Act will be subject to special income inclusion rules under the Tax Act. Resulting Issuer Shareholders are advised to consult with their own advisors to assess the implications of these rules in light of their own circumstances. Nevertheless, the Resulting Issuer is not expected to cease to be resident in Canada for purposes of the Tax Act upon completion of the Continuation.

Based upon the limited guidance available in respect of the Canadian federal tax treatment of a dissenting Resident Shareholder who receives cash for shares following the Continuation, the Canadian tax treatment of such a Resulting Issuer Shareholder in such circumstances is not without doubt. However, it is expected that such amounts will constitute proceeds of disposition of Resulting Issuer Shares of such a Resident Shareholder. Accordingly, a dissenting Resident Shareholder would recognize a capital gain (or a capital loss) to the extent that the amount received (excluding any interest awarded by a court), net of reasonable costs of disposition, exceeds (or is less than) the adjusted cost base of the shares to the dissenting Resident Shareholder. Any capital gains or capital losses so realized will be subject to the tax treatment described above. Any interest awarded to a dissenting Resident Shareholder by a court will be included in the Resident Shareholder’s income for Canadian income tax purposes.

Shareholders Not Resident in Canada

The following portion of this summary is applicable to a holder of Resulting Issuer Shares who, for the purposes of the Tax Act and at all relevant times, (i) has not been, is not and will not be resident or deemed to be resident in Canada and (ii) does not, will not and will not be deemed to use or hold the Resulting Issuer Shares in carrying on a business in Canada (a “Non-resident Shareholder”). Special rules, which are not discussed in this summary, may apply to a holder that is an insurer carrying on business in Canada and elsewhere.

A Non-resident Shareholder will not be considered to have disposed of his or her shares or to have realized a taxable capital gain or loss by reason only of the Continuation. The Continuation will also have no effect on the adjusted cost base of a Non-resident Shareholder’s Resulting Issuer Shares for purposes of the Tax Act. After the Continuation, dividends paid to a Non-resident Shareholder on shares will not be subject to Canadian withholding tax. Non-resident Shareholders will not be subject to Canadian tax on any capital gain arising on the eventual disposition of Resulting Issuer Shares after the Continuation provided that the shares are not “taxable Canadian property”. As long as the Resulting Issuer Shares are listed on a “designated stock exchange” (as defined in the Tax Act), which currently includes the CSE, at the time of the disposition, the Resulting Issuer Shares generally will not constitute taxable Canadian property of a Non-resident Shareholder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met: (i) the Non-resident Shareholder, persons with whom

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the Non-resident Shareholder did not deal at arm's length, or the Non-resident Shareholder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Resulting Issuer, and (ii) more than 50% of the fair market value of the shares of the Resulting Issuer was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada, (b) Canadian resource properties, (c) timber resource properties or (d) options in respect of, or interests in or rights in any property described in (a) to (c), whether or not such property exists. Notwithstanding the foregoing, a share may also be deemed to be taxable Canadian property to a Non-resident Shareholder under other provisions of the Tax Act.

Based upon the limited guidance available in respect of the Canadian federal tax treatment of a dissenting Non-resident Shareholder who receives cash for shares following the Continuation, the Canadian tax treatment of such a Resulting Issuer Shareholder in such circumstances is not without doubt. However, it is expected that such amounts (other than any interest awarded by a court) paid to a dissenting Non-resident Shareholder would likely constitute proceeds of disposition of Resulting Issuer Shares resulting in a capital gain or capital loss. The treatment of any capital gain so realized by a Non-resident Shareholder will be as described in the preceding paragraph. Any interest awarded to a dissenting Non-resident Shareholder by a court will not be subject to Canadian tax.

Dissenting Shareholders are advised to consult with their own tax advisors as to the tax consequences to them of exercising their dissent rights.

Resale of Deeprock Spinco Shares

The distribution of Deeprock Spinco Shares pursuant to the Plan of Arrangement to Deeprock Shareholders resident in each of the provinces and territories of Canada is exempt from the prospectus and registration requirements of the securities laws of those provinces and territories.

If the Transactions are completed, holders of Deeprock Shares resident in each of the provinces and territories of Canada will receive Deeprock Spinco Shares pursuant to the Plan of Arrangement, which Deeprock Spinco Shares may be resold free of prospectus requirements and statutory hold periods of the securities laws of those provinces and territories. However, any person, company or a combination of persons or companies holding a sufficient number of Deeprock Spinco Shares to affect materially the control of Deeprock Spinco will be restricted in reselling Deeprock Spinco Shares received pursuant to the Plan of Arrangement. Any person, alone or with other persons acting in concert by virtue of an agreement, holding more than 20% of the Deeprock Spinco Shares will be presumed to hold a sufficient number of Deeprock Spinco Shares to materially affect the control of either of the Deeprock Spincos. Deeprock Shareholders who reside outside of these jurisdictions should consult with their own advisers with respect to any resale of Deeprock Spinco Shares received pursuant to the Plan of Arrangement.

Following the completion of the Transactions, the Deeprock Spincos will become a reporting issuer in the Provinces of British Columbia, Alberta and Ontario.

Resale of Resulting Issuer Shares

Deeprock Shares held by Deeprock Shareholders will be exchanged for Resulting Issuer Shares upon completion of the Plan of Arrangement. Holders of Deeprock Shares resident in each of the provinces and territories of Canada will be able to resell their Resulting Issuer Shares free of prospectus requirements and statutory hold periods of the securities laws of those provinces and territories. However, any person, company or a combination of persons or companies holding a sufficient number of Resulting Issuer Shares to materially affect the control of Resulting Issuer will nevertheless be restricted in reselling Resulting Issuer Shares. Any person, alone or with other persons acting in concert by virtue of an agreement, holding more than 20% of the Resulting Issuer Shares will be presumed to hold a sufficient number of Resulting Issuer Shares to materially affect the control of Resulting Issuer. Deeprock Shareholders who reside

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outside of these jurisdictions should consult with their own advisers with respect to any resale of Resulting Issuer Shares.

5. USE OF PROCEEDS

Funds Available

After giving effect to the Transactions, it is expected that the Resulting Issuer will have estimated available funds of $1,520,635 (assuming the $2.5 million minimum Concurrent Financing) or $3,820,635 (assuming the $5.0 million maximum Concurrent Financing). The following table sets forth the estimated total available funds available to the Resulting Issuer after giving effect to the Transactions:

Source of Funds [1]	Amount (minimum Concurrent Financing)	Amount (maximum Concurrent Financing)
Current assets of ACM as at December 31, 2024	$527,803	$527,803
Less expenses incurred by ACM January 1 to March 31, 2025 [2]	($141,800)	($141,800)
Less current liabilities of ACM as at December 31, 2024 [3]	(6,337,043)	(6,337,043)
Credit accrued interest of Automatic Convertible Debentures converted into common shares of ACM at the Listing Price of $0.20 per share immediately prior to RTO [4]	$317,425	$317,425
Credit principal of Automatic Convertible Debentures converted into common shares of ACM at the Listing Price of $0.20 per share immediately prior to RTO [4]	$4,469,250	$4,469,250
Credit for exercise of ACM stock options [5]	$485,000	$485,000
Gross proceeds from Concurrent Financing	$2,500,000	$5,000,000
Less up to 8% cash commission on Concurrent Financing	($200,000)	($400,000)
Less corporate finance fee and expenses under the Concurrent Financing	($100,000)	($100,000)
Totals:	$1,520,635	$3,820,635

Note:

See pro forma financial statements attached as Schedule "J".
Expenses incurred by ACM from January 1 to March 31, 2025 include the care and maintenance costs and certain legal and accounting expenses as well as $50,000 in fees under the Bridge Financing (assuming the maximum $500,000 Bridge Financing).
See interim financial statements of ACM for the three and six months ended December 31, 2024 attached as Schedule "C", which includes certain short-term promissory notes described below.*
See note 3(e) of the pro forma financial statements attached as Schedule "J".
See note 3(d) of the pro forma financial statements attached as Schedule "J".

*The current liabilities of ACM as at December 31, 2024 includes payables in connection with the following issued short-term promissory notes in relation to mineral property license fee payments and the purchase of the 1% NSR, which are payable on Listing:

Promissory Notes (due less than 1 year)	Principal Amount	Accrued Interest as at December 31, 2024
To Mineralia made April 29, 2024 – 5% p.a.	$106,647	$3,594
To Mineralia (€85,000) made April 29, 2024 – 5% p.a.	$124,950	$4,211
To Miroan made Sept 17, 2024 – 5% p.a.	$80,400	$1,498

78 -

To Robert Kiefer made Sept 17, 2024 – 5% p.a.	$13,400	$250
Totals:	$325,397	$9,154

Principal Purposes of Funds

The Resulting Issuer intends to use the funds available to it upon completion of the Transactions to further its business objectives. Specifically, the Resulting Issuer intends to use the funds available to it upon completion of the Transactions over the next 12 months as follows:

Use of Proceeds	Amount (minimum Concurrent Financing)	Amount (maximum Concurrent Financing)
Exploration [1]
Borralha – Phase 1	$492,600	$492,600
Borralha – Phase 2 [2]	-	$1,503,200
Vila Verde – Phase 1 [3]	-	$226,000
Vila Verde – Phase 2 [4]	-	$1,066,835
Prepayment on 2027 Note [5]	$100,000	$100,000
12 months general and administrative costs [6]	$182,000	$182,000
Estimated transaction costs [7]	$250,000	$250,000
Additional working capital [8]	$496,035	-
Totals:	$1,520,635	$3,820,635

Notes:

The Exploration is comprised of the recommended work programs for the Borralha Tungsten Project and the Vila Verde Tungsten Project, summaries of which are provided above. For more detail please see the Borralha Technical Report and the Vila Verde Technical Report.
In the event that only the minimum amount is raised under the Concurrent Financing, part of Phase 2 of Borralha may be commenced after successful completion of Phase 1 of Borralha.
In the event that only the maximum amount is raised under the Concurrent Financing, Phase 1 of Vila Verde may be completed.
The total cost for Vila Verde's Phase 2 work program is $2,279,000, but only $1,066,835 is available to spend on that unless the driller accepts to be paid approx. 50% of his drilling invoice in common shares of the Resulting Issuer at the applicable market price as expected, which would allow for completion of all of Vila Verde's phase 2 work program.
On Closing, ACM must pay $100,000 to Pan Iberia as a prepayment of the 2027 Note. The table of "Funds Available" provides for funds net of payment of short term promissory notes, which are paid on Listing and are related to repayment of mineral property license fees and acquisition of the 1% NSR.
The 12 months general and administrative costs are expected to include $35,000 for audit and accounting expenses, $60,000 for legal expenses, $15,000 for regulatory fees, with the remainder of up to $72,000 for management and administration cash fees and expenses.
The estimates Transaction costs includes $170,000 legal expenses, $20,000 for the subscription receipt and warrant agent and CDS, $40,000 for CSE listing fees, and $20,000 contingency.
Additional working capital will be deployed towards exploration of Borralha, then Vila Verde, and for general and administrative expenses and as working capital.

The Resulting Issuer intends to spend the funds available to it on completion of the principal purposes as indicated above. Notwithstanding the foregoing, there may also be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Resulting Issuer to achieve its short term and long term objectives. The Resulting Issuer may require additional funds in order to fulfill all of the Resulting Issuer's objectives, in which case the Resulting Issuer expects to either issue additional shares or incur indebtedness. It is anticipated that the available funds will be sufficient to satisfy the

Resulting Issuer's objectives over the next twelve months and that during this period of time it is expected that adequate cash flow will be generated to assist the Resulting Issuer in pursuing its objectives.

Dividend Policy

There will be no restrictions in the Resulting Issuer's articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to the completion of the Transactions. It is not contemplated that any dividends will be paid on the Resulting Issuer Shares in the immediate future, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer's business. The directors of the Resulting Issuer will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer's financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid.

6. DIVIDENDS OR DISTRIBUTIONS

6.1 Deeprock

Deeprock has not declared, and does not intend to declare, cash dividends or distributions on its securities. In order to maximize its ongoing operations, Deeprock does not pay out dividends. Deeprock's investment policy is to invest its cash in capital assets for future growth.

6.2 ACM

ACM has not declared, and does not intend to declare, cash dividends or distributions on its securities. It is not expected that any dividend will be paid to shareholders of ACM in the foreseeable future.

7. MANAGEMENT'S DISCUSSION AND ANALYSIS

7.1 ACM

The Management's Discussion and Analysis of ACM for the interim three and six-months period ended December 31, 2024 and the fiscal years ended June 30, 2024 and June 30, 2023, are attached hereto as Schedule B and Schedule D, respectively.

The Management's Discussion and Analysis of Pan Metals for the fiscal years ended June 30, 2023 and June 30, 2022 and for the fiscal years ended June 30, 2024 and June 30, 2023, are attached hereto as Schedule F and Schedule H, respectively.

7.2 ACM

The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of the articles of ACM.

The authorized share capital of ACM consists of an unlimited number of ACM Shares and an unlimited number of preference shares issuable in series, of which there are none issued and outstanding. As at the date of this Listing Statement, there are 54,830,900 ACM Shares issued and outstanding. See also "Pro Forma Consolidated Capitalization" below.

79 -

DESCRIPTION OF SECURITIES DISTRIBUTED

8.1 Deeprock

Deeprock is authorized to issue an unlimited number of Deeprock Shares without par value. As of the date hereof, there are 101,390,580 Deeprock Shares issued and outstanding. The holders of the Deeprock Shares are entitled to receive notice of and to attend any meeting of Deeprock Shareholders and have the right to one vote per Deeprock Share thereof. The holders of Deeprock Shares are entitled to receive any dividend declared by the Deeprock Board, and have the right to receive a proportionate amount, on a per share basis, of the remaining property of Deeprock on its dissolution, liquidation, winding up or other distribution of its assets or property among the Deeprock Shareholders for the purpose of winding up its affairs.

As of the date hereof, there are 4,675,000 Deeprock Warrants issued and outstanding which are exercisable until June 12, 2026. Prior to the Arrangement, each Deeprock Warrant is exercisable to acquire one Deeprock Share at an exercise price of $0.06 per pre-Consolidation Deeprock Share until such expiry date as set out in the certificate representing such Deeprock Warrant. After completion of the Arrangement, including the Consolidation, each remaining outstanding Deeprock Warrant will be exercisable to acquire on Resulting Issuer Share at a post-Consolidation exercise price of $2.40 per Resulting Issuer Share until such expiry date.

As of the date hereof, nil Stock Options are issued and outstanding.

8.2 ACM

The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of the articles of ACM.

Each ACM Share entitles its holder to notice of and to one vote at all meetings of ACM Shareholders. Each ACM Share is also entitled to receive dividends if, as and when declared by the ACM Board. ACM Shareholders are entitled to participate in any distribution of ACM's net assets upon liquidation, dissolution or winding-up of ACM on an equal basis per ACM Share.

8.3 Resulting Issuer

Pro Forma Consolidated Capitalization

The following table sets out the pro forma share capital of the Resulting Issuer, on a post-Consolidation basis, after giving effect to the Transactions. Please also refer to the pro forma financial statements of the Resulting Issuer included in Schedule "J" to the Circular and the pro forma balance sheet and income statement of the Resulting Issuer as of September 30, 2024 attached hereto as Schedule "J".

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Designation of Security	Amount authorized or to be authorized	Amount Outstanding After Giving Effect to the Transactions and the Minimum Concurrent Financing [1]	Amount Outstanding After Giving Effect to the Transactions and the Maximum Concurrent Financing [2]
Resulting Issuer Shares	Unlimited	98,649,040	111,149,040
Warrants	n.a.	6,564,275 [3]	12,814,275 [4]
Brokers Warrants	n.a.	1,000,000 [5]	2,000,000 [5]
Stock Options [6]	9,810,235 [1]
11,060,235 [2]	nil	nil
Special Warrants [7]	11,166,667 [8]	11,166,667 [8]	11,166,667 [8]

Notes:

Assuming the minimum Concurrent Financing raising total gross proceeds of $2,500,000.
Assuming the maximum Concurrent Financing raising total gross proceeds of $5,000,000.
There will be 6,564,275 Resulting Issuer Shares issuable pursuant to the 6,564,275 Warrants that will be comprised of 159,000 warrants exercisable at $0.10 per share expiring May 15, 2025, 38,400 warrants exercisable at $0.10 expiring February 15, 2026, 116,875 warrants exercisable at $2.40 per share expiring June 13, 2026, and 6,250,000 warrants issued under the minimum $2.5 million Concurrent Financing that are exercisable at the Listing Price until 24 months after Listing.
There will be 12,814,275 Resulting Issuer Shares issuable pursuant to 12,814,275 Warrants that will be comprised of 159,000 warrants exercisable at $0.10 per share expiring May 15, 2025, 38,400 warrants exercisable at $0.10 expiring February 15, 2026, 116,875 warrants exercisable at $2.40 per share expiring June 13, 2026, and 12,500,000 warrants issued under the minimum $2.5 million Concurrent Financing that are exercisable at the Listing Price until 24 months after Listing.
Under the Concurrent Financing, 1,000,000 Brokers Warrants will be issued for the minimum $2.5 million Concurrent Financing or 2,000,000 Brokers Warrants for the maximum $5.0 million Concurrent Financing. Each Brokers Warrant issued under the Concurrent Financing entitles the holder to acquire, at an exercise price of $0.20 each, one Resulting Issuer Share and one-half common share purchase warrant (each whole warrant a "RI Warrant") of the Resulting Issuer for 24 months after Listing, and each RI Warrant entitles the holder to acquire a Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for 24 months from the date of Listing. Accordingly, there are a total of 1,500,000 Resulting Issuer Shares issuable under the 1,000,000 Brokers Warrants and 3,000,000 Resulting Issuer Shares issuable under the 2,000,000 Brokers Warrants.
The Omnibus Plan provides for the grant of a number of Stock Options equal to up to 10% of the total issued and outstanding number of common shares of the Resulting Issuer.
The Special Warrants are performance special warrants issued as part of the consideration paid to the vendors of the Tungsten Projects, which are comprised of: (i) the Borralha Special Warrants, which vest no earlier than 12 months plus a day after the date of Listing provided that the vesting conditions are met, and has a face value of $1,340,000 which converts on vesting for no additional consideration into Resulting Issuer Shares at the greater of 1.5x the Listing Price and the 20 day VWAP; and (ii) the Vila Verde Special Warrants, which vest no earlier than 36 months plus a day after the date of Listing provided that the respective vesting conditions are met, and has a face value of $2,680,000 which converts on vesting for no additional consideration into Resulting Issuer Shares at the greater of 2.0x the Listing Price and the 20 day VWAP. See Section 1—Glossary, "Borralha Special Warrants" and "Vila Verde Special Warrants".
Assuming that the respective vesting conditions are met for the Special Warrants and the minimum conversion price of 1.5x Listing Price for the Borralha Special Warrants and 2.0x Listing Price for the Vila Verde Special Warrants.

Fully-Diluted Share Capital

The following table sets out the number and percentage of securities of Resulting Issuer proposed to be outstanding on a fully-diluted basis after giving effect to the Transactions.

	Amount Outstanding After Giving Effect to the Transactions and the Minimum Concurrent Financing		Amount Outstanding After Giving Effect to the Transactions and the Maximum Concurrent Financing
Designation of Security of the Resulting Issuer	Number of corresponding Resulting Issuer Shares	Percentage (%)	Number of corresponding Resulting Issuer Shares	Percentage (%)
Resulting Issuer Shares^{(1)}	98,649,040	84.76%	111,149,040	82.25%

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Warrants^{(2)}	6,564,275	5.64%	12,814,275	9.48%
Brokers Warrants^{(3)}	1,500,000		3,000,000
Options^{(4)}	nil	0%	nil	0%
Special Warrants^{(5)}	11,166,667	9.60%	11,166,667	8.26%
Totals:	117,879,982	100%	138,129,982	100%

Notes:

(1) Assuming completion of the minimum Concurrent Financing raising gross proceeds of $2,500,000 and the maximum Concurrent Financing raising gross proceeds of $5,000,000. [Note: due to rounding and no fractional shares allowed upon Consolidation, there may be a small difference in actual number of shares upon Closing.]

(2) There will be 6,564,275 Resulting Issuer Shares issuable pursuant to the 6,564,275 Warrants outstanding assuming the minimum $2.5 million Concurrent Financing, and 12,814,275 Resulting Issuer Shares issuable pursuant to the 12,814,275 Warrants outstanding assuming the maximum $5.0 million Concurrent Financing.

(3) Under the Concurrent Financing, 1,000,000 Brokers Warrants will be issued for the minimum $2.5 million Concurrent Financing or 2,000,000 Brokers Warrants for the maximum $5.0 million Concurrent Financing. Each Brokers Warrant issued under the Concurrent Financing entitles the holder to acquire, at an exercise price of $0.20 each, one Resulting Issuer Share and one-half common share purchase warrant (each whole warrant a “RI Warrant”) of the Resulting Issuer for 24 months after Listing, and each RI Warrant entitles the holder to acquire a Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for 24 months from the date of Listing. Accordingly, there are a total of 1,500,000 Resulting Issuer Shares issuable under the 1,000,000 Brokers Warrants and 3,000,000 Resulting Issuer Shares issuable under the 2,000,000 Brokers Warrants.

(4) On Closing, the Omnibus Plan will provide for the grant of a number of Stock Options equal to up to 10% of the total issued and outstanding number of common shares of the Resulting Issuer.

(5) There will be up to 11,166,667 Resulting Issuer Shares issuable pursuant to the Special Warrants, assuming that the respective vesting conditions are met for the Special Warrants and assuming the minimum conversion price of 1.5x Listing Price for the Borralha Special Warrants and 2.0x Listing Price for the Vila Verde Special Warrants.

9. PRIOR SALES

9.1 Deeprock

The following table sets out details of all securities of Deeprock issued within the twelve months prior to the date of this Listing Statement.

Date of Issuance	Number and Type of Securities of Deeprock	Issue price
June 13, 2024	9,350,000 Units [1]	$0.02 per Unit
September 27, 2024	1,200,000 Deeprock Shares	$0.05 per Deeprock Share [2]
September 27, 2024	1,500,000 Deeprock Shares	$0.02 per Deeprock Share [3]

Notes:

Each Unit is comprised of one Deeprock Share and one-half Deeprock Warrant, each whole Deeprock Warrant exercisable at $0.06 per share on or before June 12, 2026. Raised gross proceeds of $187,000 less $8,800 in cash finders fees paid.
Deemed price of $0.05 per Deeprock Share for Golden Gate property payment.
Deemed price of $0.02 per Deeprock Share for Ralleau property payment.

No Stock Options were granted in the twelve months prior to the date of this Listing Statement.

Stock Exchange Price

The Deeprock Shares trade on the CSE under the symbol “DEEP”. The following table sets out trading information and price range for the Deeprock Shares on a monthly basis for the periods indicated:

Period	High	Low	Total Volume
December 2023	$0.015	$0.01	2,883,900
January 2024	$0.01	$0.01	968,000
February 2024	$0.01	$0.01	1,304,628
March 2024	$0.02	$0.01	1,991,834
April 2024	$0.025	$0.01	3,448,001
May 2024	$0.025	$0.02	535,760
June 2024	$0.02	$0.015	820,000
July 2024	$0.02	$0.01	700,834
August 2024	$0.01	$0.01	715,590
September 2024	$0.01	$0.01	749,338
October 2024	$0.01	$0.005	1,748,824
November 2024	$0.005	$0.005	0
December 2024	$0.005	$0.005	0
January 2025	$0.005	$0.005	0
February 2025	$0.005	$0.005	0

9.2 ACM

The following table sets out details of all securities issued by ACM during the twelve-month period prior to the date of this Listing Statement.

Date of Issuance	Number and Type of ACM Securities	Issuance/Exercise Price Per Security
September 30, 2024	8,849,600 common shares	$0.10
September 9, 2024	3,575,000 common shares	$0.10
July 16, 2024	510,000 common shares	$0.10
June 12-21, 2024	4,350,000 common shares	$0.10
May 17, 2024	1,800,000 common shares	$0.10
April 19 – May 6, 2024	2,020,500 common shares	$0.10
February 16, 2024	4,478,000 common shares	$0.10
January 25, 2024	3,000,000 common shares	$0.005*
January 12, 2024	2,000,000 common shares	$0.005*

*Issued upon exercise of options granted to certain consultants on April 5, 2023.

Stock Exchange Price

There is currently no public market for the ACM Shares.

10. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Upon completion of the Transactions, to the knowledge of Deeprock and ACM, and as of the date of this Listing Statement, 18,050,000 Resulting Issuer Shares held by insiders (the "Insiders") of the Resulting Issuer and 22,990,752 Resulting Issuer Shares held by prior owners (the "Property Vendors") of the Tungsten Projects and the Borralha 1% NSR, and 8,100,000 Resulting Issuer Shares will be held by other funds of ACM (the "Other Founders") (collectively, the "Escrowed Shares") will be subject to escrow. Escrowed Shares held by the escrowed parties will be subject to the applicable escrow under an escrow agreement (the "Escrow Agreement") among the Resulting Issuer, the Escrow Agent and the escrowed parties (the "Escrowed Parties"). The following table lists the names of the owners of the securities that will be subject to escrow under the Escrow Agreement and the number of securities held after giving effect to the Reverse Takeover:

Name and Municipality of Residence of Securityholder	Designation of class	Prior to Giving Effect to the Transaction		After Giving Effect to the Transaction and the Concurrent Financing
		Number of securities subject to escrow	Percentage of class %	Number of securities subject to escrow^{(2)}	Percentage of class %^{(1)}
INSIDERS
Roy Bonnell (3)
Montreal, Quebec	common shares	0	0%	6,650,000	6.74% (Min)
5.98% (Max)
Joao Barros
Braga, Portugal	common shares	0	0%	750,000	0.76% (Min)
0.67% (Max)
Keith Margetson
North Vancouver, British Columbia	common shares	0	0%	150,000	0.15% (Min)
0.13% (Max)
Andrew Lee^{(4)}
Vancouver, British Columbia	common shares	0	0%	3,250,000	3.29% (Min)
2.92% (Max)
Sean O’Neill^{(5)}
Surrey, British Columbia	common shares	0	0%	5,650,000	5.73% (Min)
5.08% (Max)
Michael Galego^{(6)}
Toronto, Ontario	common shares	0	0%	1,500,000	1.52% (Min)
1.35% (Max)
Colin Padget^{(7)}
Edmonton, Alberta	common shares	0	0%	100,000	0.10% (Min)
0.09% (Max)
PROPERTY VENDORS^{(8)}
Andiamo Investments Ltd. (9), Switzerland	common shares	0	0%	9,337,616	9.47% (Min)
8.40% (Max)
Nine on Park Trust^{(10)},	common shares	0	0%	9,337,616	9.47% (Min)
8.40% (Max)
Keith Douglas Scott,	common shares	0	0%	1,127,356	1.14% (Min)
1.01% (Max)
Michael James Scott,	common shares	0	0%	424,748	0.43% (Min)
0.38% (Max)
Helen Ruth Pein, Cape Town, South Africa	common shares	0	0%	424,747	0.43% (Min)
0.38% (Max)
Adriano Barros
Braga, Portugal	common shares	0	0%	424,748	0.43% (Min)
0.38% (Max)
Robert Kiefer
Austria	common shares	0	0%	2,338,669	2.37% (Min)
2.10% (Max)
OTHER FOUNDERS^{(11)}
Balmward Consultoria e Servicos, Unipessoal Lda. (12)
Funchal, Portugal	common shares	0	0%	4,750,000	4.82% (Min)
4.27% (Max)
Alan Friedman^{(11)}
Toronto, Ontario	common shares	0	0%	1,341,250	1.36% (Min)
1.21% (Max)
Aaron Unger^{(11)}
Toronto, Ontario	common shares	0	0%	1,341,250	1.36% (Min)
1.21% (Max)
Heye Daun^{(12)}
Cape Town, South Africa	common shares	0	0%	350,000	0.35% (Min)
0.31% (Max)
Ethan Spence^{(11)}
Toronto, Ontario	common shares	0	0%	217,500	0.22% (Min)
0.20% (Max)
Leon van Dam^{(11)}
Amsterdam, Netherlands	common shares	0	0%	100,000	0.10% (Min)
0.09% (Max)
Total escrow:		0	0%	49,565,500	50.24% (Min)
44.59% (Max)

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Notes:

The denominators in the calculation of the percentages are calculated on an undiluted basis assuming 98,649,040 Resulting Issuer Shares issued and outstanding upon completion of the minimum Concurrent Financing and 111,149,040 Resulting Issuer Shares issued and outstanding upon completion of the maximum Concurrent Financing. The first percentage assumed completion of the minimum Concurrent Financing and the Second percentage assumes completion of the maximum Concurrent Financing.
This number reflects the number of securities subject to escrow and held in escrow immediately upon completion of the Transactions but prior to the first release of 10% of the securities at completion of the Transactions.
Roy Bonnell may hold his Resulting Issuer Shares through Jemseg Capital Inc., which is a private federal company incorporated under the Canada Business Corporations Act which is owned or controlled by Mr. Bonnell.
Andrew Lee may hold his Resulting Issuer Shares through ACA Investments Ltd. and/or Avery Capital Inc., which are private companies incorporated under the British Columbia Business Corporations Act owned or controlled by Mr. Lee.
Sean O'Neill may hold his Resulting Issuer Shares directly or through a company owned and controlled by in subject to the policies of the CSE.
Michael Galego may hold his Resulting Issuer Shares through Apolo Capital Advisory Corp., which is a private company incorporated under the Ontario Business Corporations Act which is owned or controlled by Mr. Galego.
Colin Padget expects to hold his Resulting Issuer Shares directly himself.
The vendor of the Tungsten Projects is originally comprised of Pan Iberia Limited, a U.K. company owned by Andiamo Investments Ltd., Nine on Park Trust, Rober Keifer and Keith Douglas Scott. The vendors of the 1% NSR are comprised of Robert Kiefer, Adriano Barros, and Miron Holdings Limited, which is a company owned by Michael James Scott and Helen Ruth Pein. Based on conversion of the principal and interest outstanding (as described in the Pro Forma Financials of the Resulting Issuer attached hereto as Schedule "J") of the Auto-Convert Debentures at the Listing Price of $0.20 per common share.
Andiamo Investments Ltd. is beneficially owned and controlled by Anton Esterhuizen with Helen Ruth Pein as an additional beneficiary.
Nine on Park Trust is owned or controlled by Michael James Scott.
Alan Friedman, Aaron Unger, Ethan Spence and Leon van Dam are management consultants of ACM, who may eventually hold their Resulting Issuer Shares in companies owned or controlled by them, respectively.
Balmward Consultoria e Servicos, Unipessoal Lda. and Heye Daun acquired common shares of ACM, characterized as builders shares.

Escrowed Shares will be released according to the schedule as follows:

Escrow Release Schedule
Release Dates	Percentage of Total Escrowed Securities to be Released
Date of Closing	10%
6 months following Closing	15%
12 months following Closing	15%
18 months following Closing	15%
24 months following Closing	15%
30 months following Closing	15%
36 months following Closing	15%
TOTAL	100%

Furthermore, in connection with the Concurrent Financing, certain Lock-Up Agreements were entered into. See "The Concurrent Financing" herein for more information. In addition, the Agents under the Concurrent Financing and ACM may require additional lock-up of insiders of the Resulting Issuer and other shareholders in connection with or prior to completion of the RTO.

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11. PRINCIPAL SECURITYHOLDERS AND SELLING SECURITYHOLDERS

11.1 ACM

As at the date of this Listing Statement, to the knowledge of ACM, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the issued and outstanding ACM Shares other than:

Name of ACM Shareholder	Number and Percentage of ACM Shares
1395274 BC Ltd. [1]	4,900,000 ACM Shares (8.94%)
Balmward – Consultoria e Servico, Unipessoal Lda. [2]	6,820,000 ACM Shares (12.44%)
Jemseg Capital Inc. [3]	5,900,000 ACM Shares (10.76%)

Notes:

1395274 BC Ltd. is owned and controlled by Sean O’Neill who will become a Director and Non-Executive Chairman of the Resulting Issuer upon completion of the Transactions. These shares are expected to be subject to escrow upon closing of the Transactions but will not be 10% or more of the Resulting Issuer Shares.
Balmward – Consultoria e Servico, Unipessoal Lda. is not owned or controlled by an individual who is a director or officer of ACM nor anyone expected to be a director or officer of the Resulting Issuer. However, these shares are expected to be subject to escrow upon closing of the Transactions but will not be 10% or more of the Resulting Issuer Shares.
Jemseg Capital Inc. is owned or controlled by Roy Bonnell, who is Chief Executive Officer and a director of ACM and will be Chief Executive Officer and a director of the Resulting Issuer upon completion of the Transactions. These shares are expected to be subject to escrow upon closing of the Transactions but will not be 10% or more of the Resulting Issuer Shares.

11.2 Resulting Issuer

To the knowledge of Deeprock and ACM, no persons are expected to own of record or beneficially, directly or indirectly, or exercise control or direction over, more than 10% of the Resulting Issuer Shares after giving effect to the Transactions.

12. DIRECTORS, EXECUTIVE OFFICERS, AND PROMOTERS

12.1 Resulting Issuer

Name, Address, Occupation and Security Holdings

If the Transactions are successfully completed, it is expected that the Resulting Issuer Board will be comprised of Roy Bonnell, Joao Barros, Andrew Lee, Sean O’Neill, Michael Galego and Colin Padget. Roy Bonnell will be appointed as Chief Executive Officer, Joao Barros as President and Chief Operating Officer, Keith Margetson as Chief Financial Officer, and Andrew Lee as Corporate Secretary. Sean O’Neill will be Non-Executive Chairman and Director. Roy Bonnell and Andrew Lee will be the promoters of the Resulting Issuer.

The following table sets out the name of each of the persons who will serve as directors and officers of Resulting Issuer, their respective proposed positions and offices with Resulting Issuer, their respective principal occupations during the five preceding years and the number of Resulting Issuer Shares that each will own upon completion of the Transactions. The number and percentage of each class of voting securities and equity securities of the Resulting Issuer to be beneficially owned, or controlled or directed, directly or indirectly, by the promoter, is also set out in the following table.

Name, municipality of residence and proposed position with Resulting Issuer	Principal Occupations for the Previous Five Years [1]	Number of Resulting Issuer Shares [2]	Percentages [3] min/max (n/d) min/max (f/d)
Roy Bonnell
Montreal, Quebec
Chief Executive Officer and Director	See below for descriptions of principal occupations for the past five years.	6,650,000 [4]	6.74% / 5.98%
5.64% / 4.81%
Joao Barros
Braga, Portugal
President, Chief Operating Officer and Director	President of Ascendant Resources Inc. since April 20021; President of Redcorp-Empreendimentos Mineiros, Lda. since 2008. In addition, Mr. Barros is also owner-operator of Mineralia, providing geological consulting services in Portugal.	750,000	0.76% / 0.67%
0.64% / 0.54%
Keith Margetson
Vancouver, British Columbia
Chief Financial Officer	CFO of Deeprock since September 2021 and owner-operator of the accounting firm, K.R. Margetson Ltd.	150,000	0.15% / 0.13%
0.13% / 0.11%
Andrew Lee
Vancouver, British Columbia
Corporate Secretary and Director	See below for descriptions of principal occupations for the past five years.	3,175,000 [5]	3.22% / 2.86%
2.69% / 2.30%
Sean O’Neill [8], [9]
Surrey, British Columbia
Director and Non-Executive Chairman	Securities lawyer at Boughton Law Corporation since March 2012,	5,650,000 [6]	5.73% / 5.08%
4.79% / 4.09%
Michael Galego [8], [9]
Toronto, Ontario
Director	CEO, Apolo Capital Advisory Corp.
CLO/Director, LNG Energy Group Corp.
CLO/Director, The Flowr Corporation
CLO/Director, Terrace Global Inc.	1,500,000 [7]	1.52% / 1.35%
1.27% / 1.09%
Colin Padget [8], [9]
Calgary, Alberta
Director	CEO, President and director of Founders Metals Inc. since October 2022.	Nil	0%

Notes:
(1) The information as to principal occupation, business or employment and voting securities beneficially owned, controlled or directed, not being within the knowledge of Deeprock has been furnished by each director and officer individually.
(2) These Resulting Issuer Shares are subject to escrow restrictions.
(3) These percentages are calculated on an non-diluted (n/d) basis assuming 98,649,040 (117,879,982 fully-diluted "f/d") Resulting Issuer Shares are issued and outstanding upon completion of the minimum Concurrent Financing and 111,149,040 (138,129,982 fully-diluted "f/d") Resulting Issuer Shares are issued and outstanding upon completion of the maximum Concurrent Financing; "min" refers to the minimum Concurrent Financing raising gross proceeds of $2,500,000; "max" refers to the maximum Concurrent Financing raising gross proceeds of $5,000,000.
(4) These Resulting Issuer Shares will be held in the name of Jemseg Capital Inc. which is a privately owned Canada corporation owned or controlled by Roy Bonnell.
(5) These Resulting Issuer Shares will be held in the name of ACA Investments Ltd. and Avery Capital Inc. which is a privately owned British Columbia corporation owned or controlled by Andrew Lee.
(6) These Resulting Issuer Shares will be held directly in the name of Sean O'Neill or in a company owned or controlled by him subject to the policies of the CSE.
(7) These Resulting Issuer Shares will be held in the name of Apolo Capital Advisory Corp. which is a privately owned British Columbia corporation owned or controlled by Michael Galego.
(8) Member of the Resulting Issuer's Audit Committee.
(9) Member of the Resulting Issuer's Compensation Committee.

Upon completion of the Transactions, the proposed directors and officers of Resulting Issuer as a group will control, directly or indirectly, an aggregate of 17,875,000 Resulting Issuer Shares, representing approximately $18.12\%$ (min) / $16.08\%$ (max) of the outstanding Resulting Issuer Shares on a non-diluted basis and $15.16\%$ (min) / $12.94\%$ (max) fully-diluted assuming exercise of all of the Warrants.

Each director will hold office until the next annual meeting of Resulting Issuer shareholders or until the election of his or her successor, unless he or she resigns or his or her office becomes vacant by removal, death or other cause.

The director and officers of the Resulting Issuer will devote their time and expertise as required by the Resulting Issuer, however, it is not anticipated that any director or officer of the Resulting Issuer will devote 100% of their employable time to the activities of the Resulting Issuer. It is expected that the officers of the Resulting Issuer will devote the following approximate percentage of their employable time to their respective positions with the Resulting Issuer: Roy Bonnell (80%); Joao Barros (80%); Keith Margetson (30%); and Andrew Lee (30%).

Committees

The only committees of the board of directors of the Resulting Issuer will be the Audit Committee and the Compensation and Corporate Governance Committee.

Audit Committee

Assuming completion of the Reverse Takeover, it is proposed that the Resulting Issuer Board will establish an Audit Committee comprised of Michael Galego (Chair), Sean O'Neill and Colin Padget, the majority of whom will be considered "independent" of Resulting Issuer as that term is defined in National Instrument 52-110-Audit Committees. The mandate of the Audit Committee will be to ensure the Resulting Issuer effectively maintains the necessary management systems and controls to allow for timely and accurate reporting of financial information to safeguard shareholder value, to meet all relevant regulatory requirements and to provide recommendations to the Board of Directors in the areas of management systems and controls.

National Instrument 52-110-Audit Committees provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Resulting Issuer's financial statements. All the proposed members of the Audit Committee of Resulting Issuer are "financially literate" as such term is defined in National Instrument 52-110-Audit Committees.

A description of the relevant education and experience of the three persons expected to be members of the Audit Committee is set out above.

Compensation and Governance Committee

Assuming completion of the Reverse Takeover, it is proposed that the Resulting Issuer Board will also establish a Compensation and Governance Committee comprised of Sean O'Neill (Chair), Colin Padget, and Michael Galego. Messrs. Padget and Galego will be considered "independent" as that term is defined in National Instrument 58-101-Disclosure of Corporate Governance Practices.

The Compensation and Governance Committee will be charged with reviewing, overseeing and evaluating the governance and nominating policies and the compensation policies of Resulting Issuer. In addition, the Compensation and Governance Committee will be responsible for: (i) assessing the effectiveness of the Resulting Issuer Board, each of its committees and individual directors; (ii) overseeing the recruitment and selection of candidates as directors of Resulting Issuer; (iii) organizing an orientation and education

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program for new directors and coordinating continuing director development programs; (iv) considering and approving proposals by the directors to engage outside advisers on behalf of the Resulting Issuer Board as a whole or on behalf of the independent directors; (v) reviewing and making recommendations to the Resulting Issuer Board concerning any change in the number of directors composing the Resulting Issuer Board; (vi) administering any securities based compensation plan of Resulting Issuer Board or any other compensation incentive programs; (vii) assessing the performance of the officers and other members of the executive management team of Resulting Issuer; (viii) reviewing and approving the compensation paid by Resulting Issuer, if any, to consultants of Resulting Issuer; and (ix) reviewing and making recommendations to the Resulting Issuer Board concerning the level and nature of the compensation payable, if any, to the directors and officers of Resulting Issuer.

The committee’s mandate will also include evaluating the performance of the CEO, approving all compensation for executive officers and directors, recommending compensation plans, including equity-based compensation plans, to the Board of Directors, and approving the annual report on executive compensation for inclusion in proxy materials or annual reports.

Management- Directors and Officers

The following is a brief biography of each of the proposed directors and officers of the Resulting Issuer.

Roy Bonnell, Chief Executive Officer and Director - Mr. Bonnell has over 25 years of experience in venture capital investment, finance and mergers and acquisitions. He is President of Jemseg Capital Inc., which is a private consulting company providing consulting services for venture capital investment, finance and mergers and acquisitions since 2015. He was a Director of Thesis Gold Inc. from October 30, 2020 to December 6, 2023 and was President and Chief Executive Officer of Thesis Gold Inc. from October 30, 2020 to January 26, 2021, which is a mining exploration company listed on the TSX Venture Exchange. He has also been the Vice-President Business and Corporate Development of Anomera Inc. since February 2020. He was Chief Executive Officer of Defiance Silver Corp. (August to December 2017). From 2007-2015, Mr. Bonnell served as President and CEO of Argex Titanium Inc., overseeing its rapid expansion from a mining exploration company to an emerging specialty chemical producer. Argex grew to be the Second-Best Performing Mining stock on the Venture's 2013 Top 50 list. From 2005-2009, he was Managing Director & Founder of Atwater Financial Group, an independent financial and strategic advisory service. He also served at investment dealers and merchant banks including Dundee Securities Limited, Hampton Securities Limited, Benvest Associates Inc, and Two Roads Investments Inc. Mr. Bonnell is a graduate of the London School of Economics (1995) where he received a M.Sc. in Accounting and Finance; McGill University (1993) where he received a MBA; University of Western Ontario (1991) where he received an LLB; and Queen's University where he received a B.A.H. (Political Studies). He has been a member of the Law Society of Upper Canada since 1996.

Joao Barros, President, Chief Operating Officer and Director - Mr. Barros has over 20 years of mining experience including green fields and near mine exploration, environmental impact studies for open pit and underground mine operations as well as mine development and operations. Mr. Barros was responsible for licensing the underground gold mine operation from exploration to development, for Minaport-Minas de Portugal, Lda, and the planning and execution of the exploration and licensing for Blackheath Resources (TXS: BHR), Borralha EML tungsten project. Currently, Mr. Barros is the President of Redcorp – Empreendimentos Mineiros, Lda. since 2008, and is responsible for managing, coordinating and executing the exploration works in the Lagoa Salgada VMS Project. He is also President of Ascendant Resources Inc. Mr. Barros is also a Member of the Portuguese Engineers Association.

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Keith Margetson, Chief Financial Officer - Mr. Margetson has been in public accounting for over four decades, both as an auditor and in providing services to public and private companies. He is a member of the BC Institute of Chartered Professional Accountants and has served as CFO for several other publicly traded companies. He qualified as a chartered accountant in 1975 and has had his own firm since 1992.

Andrew Lee, Corporate Secretary and Director - Mr. Lee is currently President, Chief Executive Officer and Director of Deeprock since December 2020. Mr. Lee is presently the President and Chief Executive Officer and a Director of Phoenix Gold (Holdings) Ltd. since August 2023, was a director and officer of York Harbour Metals from April 2014 to June 2024, and has also been a director of Green 2 Blue Energy Corp. (CSE: GTBE) March 2018 to October 2020. In addition, Mr. Lee served as a director and member of the audit committee for the mining exploration company, Ecuador Gold and Coper Corp. (TSXV: EGX) and was an independent director of it from August 2014 to June 2015. Previously, Mr. Lee served as a director and officer of Megastar Development Corp. (2010-2012), and as a director of Plains Creek Mining Limited that became GB Minerals Ltd. (TSXV: GBL). Mr. Lee holds a Bachelor of Science degree from the University of British Columbia.

Sean O'Neill, Director and Non-Executive Chairman - Mr. O'Neill is Head of Securities law at Boughton Law Corporation, with over 20 years of corporate and securities law experience advising global mining companies. He was called to the Bar in British Columbia, Canada in 2000 and holds an LLB, a B.Sc. in Chemical Engineering, an MBA, and is a registered P. Eng.

Michael Galego, Director - Mr. Galego has been a co-founder and director of several businesses, including CSE and TSX Venture Exchange listed companies. He has over 10 years of corporate finance and M&A experience and is presently Chief Legal Officer, Director and co-founder of LNG Energy Group Corp. (TSXV: LNGE), was a director of Woulfe Mining Corp. (CSE: WOF) and was instrumental in its sale (including its Sandong Tungsten Mine in South Korea) to Almonty Industries Inc. (TSXV: AII). Previously, he was CEO of the Stronach Group, Agricultural Division and is currently the CEO of Apolo Capital Advisory Corp. He was named to Lexpert's Top 40 Under 40, is a member of the Institute of Corporate Directors, the TSXV Ontario Local Advisory Committee, and is a member of the Law Society of Ontario.

Colin Padget, Director - Mr. Padget has over 10 years of experience working on and managing exploration and mining projects across several North and South American jurisdictions. Currently, he is CEO, President and director of Founders Metals Inc. since 2022, a gold exploration company in Suriname. He holds a Bachelor's degree in Business Administration alongside a first-class Bachelors and a Masters degrees in Geology. Previously, he was a Senior Geologist at Benchmark Metals Inc. and Thesis Gold Inc.

None of the proposed officers of the Resulting Issuer has yet entered into a non-competition or non-disclosure agreement with ACM or Deeprock but may enter into such agreements with the Resulting Issuer after completion of the Transactions.

Promoter Consideration

Roy Bonnell and Andrew Lee are considered promoters of ACM, which is the reverse takeover acquirer of Deeprock under the Reverse Takeover and are therefore promoters of the Resulting Issuer. See the section, "Directors, Officers and Promoters" above for details in respect of their ownership and control of securities of the Resulting Issuer.

Corporate Cease Trade Orders or Bankruptcies

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Except as set out below, no proposed director officer or promoter of Resulting Issuer or a securityholder anticipated to hold a sufficient number of securities of Resulting Issuer to affect materially the control of Resulting Issuer, has been, during the ten years prior to the date of this Listing Statement, a director, officer or promoter of any person or company that, while that person was acting in that capacity,

(a) was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Andrew Lee was serving as a director of G2 Technologies Corp. ("G2") from March 23, 2018 to October 29, 2020. On October 29, 2019, the British Columbia Securities Commission (the "BCSC") issued a Management Cease Trade Order (the "MCTO") against G2 and its insiders for failure to file its audited financial materials for the year ended June 30, 2019. On January 29th, 2020, the BCSC issued a further Cease Trade Order (the "CTO") against G2 for failure to file its audited financial materials for the year ended June 30, 2019. G2 successfully filed its audited financial materials and its subsequent interim financial materials and the CTO was revoked on September 25, 2020.

Keith Margetson was serving as Chief Financial Officer of G2 from December 19, 2018 to May 15, 2020. On October 29, 2019, the BCSC issued a MCTO against G2 and its insiders for failure to file its audited financial materials for the year ended June 30, 2019. On January 29th, 2020, the BCSC issued a further CTO against G2 for failure to file its audited financial materials for the year ended June 30, 2019. Mr. Margetson provided the coordination to assist G2 in successfully filing its audited financial materials and its subsequent interim financial materials and the CTO was revoked on September 25, 2020. Keith Margetson was also serving as Chief Financial Officer of Simba Essel Inc. ("Simba") from January 19, 2011 to August 31, 2019. On November 3, 2016, the BCSC issued a CTO against Simba and its insiders for failure to file its audited financial materials for the year ended June 30, 2016, which was revoked on November 8, 2016. On November 2, 2018, the BCSC issued a MCTO against Simba for failure to file its audited financial materials for the year ended June 30, 2018, which was revoked on February 4, 2019. On November 1, 2019, the BCSC issued a CTO against Simba and its insiders for failure to file its audited financial materials for the year ended June 30, 2019.

Keith Margetson was appointed as Chief Financial Officer of Hi Ho Silver Resources Inc. ("Hi Ho") on July 22, 2015 and resigned on April 1, 2016. The Ontario Securities Commission ("OSC") issued a CTO on December 30, 2015 and the BCSC issued a CTO on December 11, 2025 to Hi Ho for failure to file its annual audited financial statements, management discussion and analysis ("MD&A") and the required officers certificates under NI 52-109 for the year ended July 31, 2015 within the prescribed timeframe under securities law, which was revoked by the OSC on August 4, 2016 and August 2, 2016 by the BCSC.

Penalties or Sanctions

None of the foregoing proposed directors, officers or promoters of Resulting Issuer, or securityholders anticipated to hold a sufficient number of securities of Resulting Issuer, to affect materially the control of Resulting Issuer has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

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(b) any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would likely to be considered important to a reasonable security holder making a decision about the Plan of Arrangement.

Personal Bankruptcies

No proposed director, officer or promoter of Resulting Issuer, or any securityholder anticipated to hold a sufficient number of securities of Resulting Issuer, or a personal holding company of any such person, has, within the ten years before the date of this Listing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Interest of Management and Others in Material Transactions

Other than as otherwise set out in this Listing Statement, neither ACM nor Deeprock is not aware of the existence of any existing or potential interests in the Transactions by any of the individuals proposed for appointment as directors or officers of Resulting Issuer or material conflicts of interest between Resulting Issuer and any of the individuals proposed for appointment as directors or officers of Resulting Issuer upon completion of the Reverse Takeover, as of the date of this Listing Statement. As previously disclosed, each of the Retained 10% Interest and the Retained 1% NSR are held by Dalminigton, which is one-third owned indirectly by each of Sean O'Neill and Andrew Lee.

Conflicts of Interest

Certain proposed directors and officers of Resulting Issuer currently, or may in the future, act as directors or officers of other companies and, consequently, it is possible that a conflict may arise between their duties as a director or officer of Resulting Issuer and their duties as a director or officer of any other such company. There is no guarantee that while performing their duties for Resulting Issuer, the directors or officers of Resulting Issuer will not be in situations that could give rise to conflicts of interest. There is no guarantee that these conflicts will be resolved in favor of Resulting Issuer.

In accordance with the BCBCA, directors must keep the Resulting Issuer Board advised, on an ongoing basis, of any interest that could potentially conflict with those of Resulting Issuer. Resulting Issuer will also establish protocols setting out:

the structures and procedures which are in place to ensure that the consideration by the Resulting Issuer Board and management of Resulting Issuer' business and the business of its subsidiaries is undertaken free from any actual, or the appearance of any, conflict of interest; and
the requirement and process for each director to declare any interest he or she has in the matter being considered by the Resulting Issuer Board and appropriate measures to be taken upon that declaration.

Where the Resulting Issuer Board believes a significant conflict exists, the director concerned will not receive the relevant board documentation and will not be present at the Resulting Issuer Board's meeting while the item is considered.

The proposed directors and officers of Resulting Issuer are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosure by directors and officers of conflicts of interest and the fact that Resulting Issuer will rely upon such laws in respect of

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any director's or officer's conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts must be disclosed by such directors or officers in accordance with the BCBCA, and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

Other Reporting Issuer Experience

The following table sets out the proposed directors and officers of Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
Roy Bonnell	Founders Metals Inc.
British Columbia	TSXV	Director	February 26, 2021	Present
	Thesis Gold Inc.
British Columbia	TSXV	Director	October 30, 2020	August 23, 2023
Andrew Lee	Deeprock Minerals Inc.	CSE	Director	December 22, 2020	Present
	Phoenix Gold Resources (Holdings) Ltd.
British Columbia	NA	Director	September 14, 2023	Present
	York Harbour Metals Inc.
British Columbia	TSXV	Director	April 23, 2014	June 3, 2024
	G2 Energy Corp. (formerly G2 Technologies Corp.)
British Columbia	CSE, OTC, Frankfurt	Director	March 22, 2018	October 29, 2020
Joao Barros	Ascendant Resources Inc.
Ontario	TSX, OTQX, Frankfurt	President	April 15, 2021	Present
Colin Padget	Founders Metals Inc.
British Columbia	TSXV	CEO, President and Director	October 31, 2022	Present
Keith Margetson	Deeprock Minerals Inc.
British Columbia	CSE	Chief Financial Officer	September 1, 2021	Present
	G2 Energy Corp. (formerly G2 Technologies Corp.)
British Columbia	CSE, OTC, Frankfurt	Chief Financial Officer	December 19, 2018	May 15, 2020
	Mountain Valley MD Holdings Inc.
British Columbia	CSE, Frankfurt	Chief Financial Officer	March 11, 2011	February 21, 2020

The above information was provided by the proposed directors and officers of Resulting Issuer.

13. EXECUTIVE COMPENSATION

13.1 Deeprock

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation and sets forth compensation for each of the NEOs and directors of Deeprock.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by Deeprock to each current and former NEO and director, in any capacity, for the fiscal years ended November 30, 2024, November 30, 2023 and November 30, 2022.

Name and position	Fiscal Period	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Andrew Lee^{(1)}
CEO, Corporate Secretary and Director	November 30, 2024	$60,000	$0	$0	$0	$0	$60,000
	November 30, 2023	$60,000	$0	$0	$0	$0	$60,000
	November 30, 2022	$60,000	$0	$0	$0	$0	$60,000
Keith Margetson^{(2)}
Chief Financial Officer	November 30, 2024	$48,000	$0	$0	$0	$0	$48,000
	November 30, 2023	$48,000	$0	$0	$0	$0	$48,000
	November 30, 2022	$42,000	$0	$0	$0	$0	$42,000
Richard Shatto^{(3)}
Director	November 30, 2024	$0	$0	$0	$0	$0	$0
	November 30, 2023	$0	$0	$0	$0	$0	$0
	November 30, 2022	$7,500	$0	$0	$0	$0	$7,500
Thomas Christoff^{(4)}
Director	November 30, 2024	$0	$0	$0	$0	$0	$0
	November 30, 2023	$0	$0	$0	$0	$0	$0
	November 30, 2022	$0	$0	$0	$0	$0	$0
Adrian Volintiru^{(5)}	November 30, 2024	$0	$0	$0	$0	$0	$0
	November 30, 2023	$0	$0	$0	$0	$0	$0
	November 30, 2022	$0	$0	$0	$0	$0	$0

Notes:

Mr. Lee was appointed as Director, CEO and corporate secretary no December 23, 2020. His compensation is paid through One Platform Systems Inc, a company which he wholly-controls.
Mr. Margetson was appointed as CFO on September 1, 2021 and his remuneration is paid through K.R. Margetson Ltd., a company which he wholly-controls.
Mr. Shatto was appointed as a Director on June 19, 2017 and resigned as a director on March 19, 2024. He was previously in the position of Corporate Secretary between June 19, 2017 to December 23, 2020, President between June 24, 2019 and December 23, 2020 and CEO between February 6, 2020 and December 23, 2020. His remuneration is paid through Point Nexus Consulting Inc., a company wholly-owned by him.
Mr. Christoff was appointed as a Director on November 10, 2020.

Mr. Volintiru was appointed as a director on June 17, 2022 and resigned in November 2023.

13.2 ACM

In this Section 13.2 of the Listing Statement, Named Executive Officer (an "NEO") means (a) each individual who acted as Chief Executive Officer of ACM, or acted in a similar capacity, for any part of the most recently completed financial year as at June 30, 2024, (b) each individual who acted as Chief Financial Officer of ACM, or acted in a similar capacity, for any part of the most recently completed financial year and as at June 30, 2024, and (c) each of the three most highly compensated executive officers, other than the Chief Executive Officer and the Chief Financial Officer of ACM, at the end of the most recently completed financial year, as well as any individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of ACM as at June 30, 2024.

Roy Bonnell, the Chief Executive Officer, Keith Margetson, the Chief Financial Officer, and Andrew Lee, the Corporate Secretary, are the Named Executive Officers for the purposes of this Section 13.2.

The overall objective of ACM's compensation strategy is to offer compensation to ensure that ACM has in place programs to attract, retain and develop management of the highest caliber.

Principles of Executive Compensation

When determining the compensation of NEOs of ACM, the ACM Board considers the limited resources of ACM and the objectives of: (i) recruiting and retaining the executives critical to the success of ACM and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the shareholders of ACM; and (iv) rewarding performance, both on an individual basis and with respect to the business in general. In order to achieve these objectives, the compensation paid to the NEOs of ACM consists of the following components:

(a) base fee;
(b) cash bonuses; and
(c) long-term incentives in the form of stock options.

The ACM Board is responsible for the compensation policies and practices of ACM. The ACM Board have the responsibility to review and make recommendations concerning the compensation of the directors of ACM and the NEOs. The board also has the responsibility to make recommendations concerning cash bonuses and grants of stock options. The board reviews and approves the hiring of executive officers.

External Management Companies

ACM has no external management companies involved in managing the business and affairs of ACM.

Base Fees

The board of directors of ACM approves the base fee ranges for the NEOs. The review of the base fee component of each NEO compensation is based on assessment of factors such as the executive's performance, a consideration of competitive compensation levels in companies similar to ACM and a review of the performance of ACM as a whole and the role such executive played in such corporate performance. As of the date of this Listing Statement, the board of directors of ACM had not, collectively, considered the implications of any risks associated with policies and practices regarding compensation of the directors or executive officers of ACM.

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Annual Incentives

ACM, in its discretion, may award cash bonuses to executives in order to achieve short-term corporate goals. The board of directors of ACM approves cash bonuses.

The Success of NEOs in achieving objectives and their contribution to ACM in reaching its overall goals are factors in the determination of their cash bonus. The board of directors of ACM assesses each NEO's performance on the basis of his respective contribution to the achievement of the predetermined corporate objectives, as well as to the needs of ACM that arise on a day to day basis. This assessment is used by the board of directors of ACM in developing its recommendations with respect to determination of cash bonuses for the NEOs.

Compensation and Measurement of Performance

It is the intention of the board of directors of ACM to approve targeted amounts of annual incentives for each NEO during each financial year. The targeted amounts will be determined by the board of directors of ACM based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day to day corporate activities, will trigger the award of a cash bonus to the NEOs. The NEOs will receive a partial or full cash bonus depending on the number of the predetermined targets met and the board's assessment of overall performance. The determination as to whether a target has been met is ultimately made by the board of directors of ACM and the board reserves the right to make positive or negative adjustments to any cash bonus payment if they consider them to be appropriate.

Long Term Compensation

ACM has no stock option plan or other incentive plan. All stock options granted by ACM have been pursuant to terms and conditions determined by the board of directors of ACM pursuant to stock option agreements. Upon closing of the Transactions, the Resulting Issuer will have adopted an Omnibus Long Term Incentive Plan, in the form attached as Schedule "K" to the Circular.

Summary of Compensation Table

The following table provides information regarding compensation paid to or earned by the Named Executive Officers, as such term is defined in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, and directors of ACM for the two most recently completed financial years of ACM.

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Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of all perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Roy Bonnell [1]
Chief Executive Officer and Director	2024
2023	$0
$12,500	$58,453
$0	$0
$0	$0
$0	$0
$0	$58,453
$12,500
Keith Margetson [2]
Chief Financial Officer	2024
2023	$24,000
$0	$3,897
$0	$0
$0	$0
$0	$0
$0	$27,897
$0
Joao Barros [3]
President and Chief Operating Officer	2024
2023	$0
$0	$58,453
$0	$0
$0	$0
$0	$0
$0	$58,453
$0
Andrew Lee [4]
Corporate Secretary and Director	2024
2023	$0
$0	$58,453
$7,624	$0
$0	$0
$0	$0
$0	$58,453
$7,624

Notes:
1. Roy Bonnell is compensated directly or through his management services company, Jemseg Capital Inc., which he owns and controls.
2. Keith Margetson is compensated directly or through his management services company, K.R. Margetson Ltd., which he owns and controls.
3. Joao Barros is compensated directly. Mr. Barros is also part owner of the consulting companies, Mineralia and GMR Consultores which receive payment of fees and expenses in respect of work performed on behalf of Pan Metals. See "Non-Arm's Length Transactions", below.
4. Andrew Lee is compensated directly or through one of his management services companies, Avery Capital Inc. or One Platform Solutions Inc., each of which he owns and controls.

Employment, Consulting and Management Agreements

None of the Named Executive Officers have employment, consulting or management agreements. None of the directors or officers of ACM receive compensation other than stock options. Following completion of the Transactions, the Resulting Issuer will consider entering into management agreements with each of the officers of the Resulting Issuer who will be compensated in a manner determined by the board of directors pursuant to advice of independent management compensation consultants. All officers and directors of the Resulting Issuer are expected to be remunerated in a manner commensurate with their role and the size, value and level of activity of the Resulting Issuer in the junior mining industry.

Pension Plan Benefits

ACM has no formal pension, retirement or other long-term incentive compensation in place for its directors, officers or employees.

Termination and Change of Control Benefits

ACM has not entered into any employment or consulting agreement with its NEOs that entitle them to receive compensation in the event of their resignation, retirement, or other termination of employment, change of control of ACM or a change in any of their responsibilities following a change of control.

Stock Options and Other Compensation Securities

The following table provides information regarding stock options or other compensation securities granted to the Named Executive Officers, as such term is defined in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers, and directors of ACM for the two most recently completed financial years of ACM.

Compensation Securities
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Expiry date
Roy Bonnell [1] Chief Executive Officer and Director	Stock Options	750,000 Stock Options
750,000 ACM Shares
1.45%	April 12, 2024	$0.10/ACM Share	April 12, 2029
Keith Margetson Chief Financial Officer	Stock Options	50,000 Stock Options
50,000 ACM Shares
0.10%	April 12, 2024	$0.10/ACM Share	April 12, 2029
Joao Barros President and Chief Operating Officer	Stock Options	750,000 Stock Options
750,000 ACM Shares
1.45%	April 12, 2024	$0.10/ACM Share	April 12, 2029
Andrew Lee [2] Corporate Secretary and Director	Stock Options	750,000 Stock Options
750,000 ACM Shares
1.45%	April 12, 2024	$0.10/ACM Share	April 12, 2029

Notes:
1. Roy Bonnell received his Stock Options through his management services company, Jemseg Capital Inc., which he owns and controls.
2. Andrew Lee received his Stock Options through his management services companies, Avery Capital Inc.

No stock options of ACM were exercised by a director or Named Executive Officer of ACM during the financial years ended June 30, 2024 and 2023.

Director Compensation

The ACM Board, through discussions without any formal objectives, criteria or analysis, is responsible for determining all forms of compensation to be granted to the directors of ACM. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other mining issuers or strategic growth platforms in the mining industry of comparable size and stage of development, and the availability of financial and other resources of ACM. Since incorporation, ACM has paid no cash compensation (including salaries, director's fees, commissions, options, bonuses paid for services rendered, bonuses paid for services rendered in a previous year or any other compensation) to the directors for services rendered in their capacity as directors.

The Summary of Compensation Table for NEOs above, includes all the compensation paid to the directors of ACM for the two most recently completed financial years of ACM.

Outstanding Option Based Awards

As at the date of this Listing Statement, there are an aggregate total of 4,850,000 stock options of ACM exercisable at $0.10 per ACM Share, all of which expire on April 12, 2029, and no other such option-based

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awards or shares-based awards are issued and outstanding. The table above entitled "Compensation Securities" lists all such securities based compensation granted to directors and NEOs of ACM.

13.3 Resulting Issuer

The purpose of the Compensation Discussion and Analysis is to provide information about Resulting Issuer's executive compensation objectives and process and to discuss compensation relating to the President and Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") and the three most highly compensated executive officers, other than the CEO and CFO, regardless of the amount of such compensation (collectively, the "Named Executive Officers"). It is anticipated that the Named Executive Officers of Resulting Issuer will be as follows: Roy Bonnell, Joao Barros and Keith Margetson.

Compensation for the Named Executive Officers of Resulting Issuer will be determined following the closing of the Reverse Take-Over and will be in line with similar development-stage companies in the mining industry.

Compensation Discussion and Analysis

Principles of Executive Compensation

When determining the compensation of the NEOs of the Resulting Issuer, it is expected that the board of directors of the Resulting Issuer will consider the limited resources of the Resulting Issuer and the objectives of: (i) recruiting and retaining the executives critical to the success of the Resulting Issuer and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the shareholders of the Resulting Issuer; and (iv) rewarding performance, both on an individual basis and with respect to the business in general. In order to achieve these objectives, the compensation paid to the NEOs of the Resulting Issuer will consist of the following components:

(a) base fee;
(b) cash bonuses; and
(c) long-term incentive in the form of securities based compensation pursuant to the Omnibus Plan.

The board of directors of the Resulting Issuer will be responsible for the compensation policies and practices of the Resulting Issuer. The board of directors of the Resulting Issuer will have the responsibility to review and make recommendations concerning the compensation of the directors of the Resulting Issuer and the NEOs of the Resulting Issuer. The board of directors of the Resulting Issuer will also have the responsibility to make recommendations concerning cash bonuses and grants to eligible persons under the Omnibus Plan of the Resulting Issuer. The board of directors of the Resulting Issuer will review and approve the hiring of executive officers.

Base Fees

The board of directors of the Resulting Issuer will approve the base fee ranges for the NEOs. The review of the base fee component of each NEO compensation will be based on assessment of factors such as executive's performance, a consideration of competitive compensation levels in companies similar to the Resulting Issuer and a review of the performance of the Resulting Issuer as a whole and the role such executive played in such corporate performance.

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Annual Incentives

The Resulting Issuer, in its discretion, will be able to award cash bonuses to executives in order to achieve short-term corporate goals. The board of directors of the Resulting Issuer will approve cash bonuses.

The success of NEOs in achieving their individual objectives and their contribution to the Resulting Issuer in reaching its overall goals will constitute factors in the determination of their cash bonus. The board of directors of the Resulting Issuer will assess each NEO's performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Resulting Issuer that arise on a day to day basis. This assessment will be used by the board of directors of the Resulting Issuer in developing its recommendations with respect to the determination of cash bonuses for the NEOs.

Compensation and Measurements of Performance

It is expected that the board of directors of the Resulting Issuer will approve targeted amounts of annual incentives for each NEO during each financial year. The targeted amounts will be determined by the board of directors of the Resulting Issuer based on a number of factors, including comparable compensation of similar companies.

Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day to day corporate activities, will trigger the award of a cash bonus to the NEOs. The NEOs will receive a partial or full cash bonus depending on the number of the predetermined targets met and the board of directors of the Resulting Issuer's assessment of overall performance. The determination as to whether a target has been met will ultimately be made by the board of directors of the Resulting Issuer and it is expected that the board will reserves the right to make positive or negative adjustments to any cash bonus payment if the board considers them to be appropriate.

Long Term Compensation

In connection with the anticipated listing of the Resulting Issuer Shares on the CSE, Deeprock shall adopt a new omnibus long term incentive plan ("LTIP" or Omnibus Plan") to allow for a variety of equity-based awards that provide different types of incentives to be granted to our directors, executive officers, employees and consultants. The new LTIP will facilitate granting of Options, RSUs and PSUs each representing the right to receive one Resulting Issuer Share (and in the case of RSUs and PSUs one Resulting Issuer Share, the cash equivalent of one Resulting Issuer Share, or a combination thereof) in accordance with the terms of the new LTIP. In addition, the new LTIP provides for the granting of RSUs, Options and DSUs (together with Options, RSUs and PSUs, "Awards") to non-executive directors. The following discussion is summary in nature and is qualified in its entirety by the text of the new LTIP. Under the terms of the new LTIP, the Resulting Issuer Board, or if authorized by the Resulting Issuer Board, a Compensation Committee, may grant Awards to eligible participants. Awards may be granted at any time and from time to time in order to (i) increase participants' interest in the Resulting Issuer's welfare; (ii) provide incentives for participants to continue their services; and (iii) reward participants for their performance of services. Participation in the new LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. No Awards and no rights or interests therein may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a participant other than by testamentary disposition or the laws of intestate succession. A participant may designate a beneficiary, in writing, to receive any benefits that are provided under the new LTIP upon the death of such participant. The new LTIP will

provide that appropriate adjustments, if any, will be made by the Resulting Issuer Board in connection with a reclassification, reorganization or other change of Resulting Issuer Shares, consolidation, distribution, merger or amalgamation, in the Resulting Issuer Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the new LTIP. In the event that a participant receives Resulting Issuer Shares in satisfaction of an Award during a black-out period, such participant shall not be entitled to sell or otherwise dispose of such Resulting Issuer Shares until such black-out period has expired. The maximum number of Resulting Issuer Shares reserved for issuance, in the aggregate, under our new LTIP will be 20% of the aggregate number of Resulting Issuer Shares issued and outstanding at any time and from time to time, and up to 10% of the aggregate number of Resulting Issuer Shares issued and outstanding at any time and from time to time for Options under the LTIP; provided that for the purposes of calculating the maximum number of Resulting Issuer Shares reserved for issuance under the new LTIP and any other security-based compensation arrangement, any issuance from treasury by the Resulting Issuer that is issued in reliance upon an exemption under applicable stock exchange rules applicable to equity based compensation arrangements used as an inducement to person(s) or company(ies) not previously employed by and not previously an insider of the Resulting Issuer shall not be included. The aggregate number of Resulting Issuer Shares (i) issued to insiders under the new LTIP or any other proposed or established share-based compensation arrangement within any one-year period and (ii) issuable to insiders at any time under the new LTIP or any other proposed or established share-based compensation arrangement, shall in each case not exceed 20% of the aggregate number of issued and outstanding Resulting Issuer Shares (on a non-diluted basis), or 10% in respect of Options, or such other number as may be approved by the CSE and the shareholders of the Resulting Issuer from time to time. The new LTIP does not provide for a maximum number of shares which may be issued to an individual pursuant to the new LTIP and any other share-based compensation arrangement (expressed as a percentage or otherwise). The new LTIP provides that Options will vest as determined by the Resulting Issuer Board. Initially, it is expected that Options granted under the new LTIP will vest immediately. The exercise price of any Option shall be fixed by the Board when such Option is granted, but shall not be less than the closing price of the Resulting Issuer Shares on the CSE on the day prior to the date of grant (the "Market Value"). An Option shall be exercisable during a period established by the Resulting Issuer Board which shall commence on the date of the grant and shall terminate no later than ten years after the date of the granting of the Option or such shorter period as the Board may determine. The new LTIP will provide that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a black-out period. In such cases, the extended exercise period shall terminate 10 business days after the last day of the blackout period. In order to facilitate the payment of the exercise price of the Options, the new LTIP has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted "cashless exercise" or a "net exercise" subject to the procedures set out in the new LTIP, including the consent of the Resulting Issuer Board, where required and the following calculation:

$$
X = Y * (A - B) / A
$$

Where:

X = the number of Common Shares to be issued to the participant

Y = the number of Common Shares underlying the Options to be surrendered

A = the market value of the Common Shares as at the date of the surrender

B = the exercise price of such Options

With respect to RSUs, unless otherwise approved by the Resulting Issuer Board and except as otherwise provided in a participant's grant agreement or any other provision of the new LTIP, it is expected that RSUs, PSUs will vest immediately. Except as otherwise provided in a participant's grant agreement or any

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other provision of the new LTIP, all vested RSUs and PSUs will be settled as soon as practicable following the date on which the vesting and/or performance criteria are met, but in all cases prior to (i) three years following the date of grant, if such RSUs or PSUs are settled by payment of cash or through purchases by the Company on the participant's behalf on the open market, or (ii) 10 years following the date of grant, if such RSUs or PSUs are settled by issuance of common shares from treasury.

With respect to DSUs, unless otherwise approved by the Resulting Issuer Board and except as otherwise provided in a participant's grant agreement or any other provision of the new LTIP, DSUs will vest in full on the date of grant and will become exercisable upon the non-executive director's separation from the Company until 90 days from such date. With respect to DSUs, RSUs and/or PSUs (but excluding Options), when dividends (other than stock dividends) are paid on the Company's common shares, participants holding DSUs, RSUs and/or PSUs will receive additional DSUs, RSUs and/or PSUs, as applicable ("Dividend Share Units") as of the dividend payment date. The number of Dividend Share Units to be granted to the participant will be determined by multiplying the aggregate number of DSUs, RSUs and/or PSUs, as applicable, held by the participant by the dollar amount of the dividend paid by the Company on each common share, and dividing the result by the Market Value on the dividend payment date. Dividend Share Units will be in the form of DSUs, RSUs and/or PSUs, as applicable and will be subject to the same vesting conditions applicable to the related DSUs, RSUs and/or PSUs.

The following table describes the impact of certain events upon the rights of holders of awards under the Omnibus Long-Term Incentive Plan, including termination for cause, resignation, retirement, termination other than for cause, and death or long-term disability, subject to the terms of a participant's employment agreement, grant agreement and the change of control provisions described below:

Event Provisions	Options
Termination for cause	Immediate forfeiture of all vested and unvested Awards.
Resignation/Retirement/ Termination other than for cause/No longer serving as a director	Forfeiture of all unvested Options and the earlier of the original expiry date and 90 days after resignation to exercise vested Options or such longer period as the Resulting Issuer Board may determine in its sole discretion.
Death or disability	Forfeiture of all unvested Options and the earlier of the original expiry date and 12 months after the date of death or long-term disability to exercise vested Options or such longer period as the Resulting Issuer Board may determine in its sole discretion.

In the event of a change of control, all unvested Awards then outstanding will, as applicable, be substituted by or replaced with awards of the surviving corporation (or any affiliate thereof) or the potential successor (or any affiliate thereto) (the "continuing entity") on the same terms and conditions as the original Awards, subject to appropriate adjustments that do not diminish the value of the original Awards. If, upon a change of control, the continuing entity fails to agree to such substitution, or replacement, the vesting of all then outstanding Awards (and, if applicable, the time during which such Awards may be exercised) will be accelerated in full.

Despite anything else to the contrary in the new LTIP, in the event of a potential change of control, the Resulting Issuer Board will have the power, in its sole discretion, to modify the terms of the new LTIP and/or the Awards to assist the participants in tendering to a take-over bid or other transaction leading to a change of control. For greater certainty, in the event of a take-over bid or other transaction leading to a change of control, our Board has the power, in its sole discretion, to accelerate the vesting of Awards and to permit participants to conditionally exercise their Awards, such conditional exercise to be

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conditional upon the take-up by such offeror of the common shares or other securities tendered to such take-over bid in accordance with the terms of the take-over bid (or the effectiveness of such other transaction leading to a change of control). If, however, such potential change of control is not completed within the time specified, then (i) any conditional exercise of vested Awards will be deemed to be null, void and of no effect, and such conditionally exercised Awards will for all purposes be deemed not to have been exercised, and (ii) Awards that had vesting accelerated will be returned by the participant to the Company and reinstated as authorized but unissued common shares and the original terms applicable to such Awards will be reinstated. The Resulting Issuer Board may, in its sole discretion, suspend or terminate the new LTIP at any time, or from time to time, amend, revise or discontinue the terms and conditions of the new LTIP or of any Award granted under the new LTIP and any grant agreement relating thereto, subject to any required regulatory and CSE approval, provided that such suspension, termination, amendment, or revision will: (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the new LTIP or (ii) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Resulting Issuer and of the CSE or any other stock exchange upon which the Resulting Issuer has applied to list its common shares. Subject to the matters set forth below, the Resulting Issuer Board may from time to time, in its discretion and without the approval of shareholders, make changes to the new LTIP or any Award that do not require the approval of shareholders which may include but are not limited to:

(a) a change to the vesting provisions of any Award granted under the new LTIP;
(b) a change to the provisions governing the effect of termination of a participant's employment, contract or office;
(c) a change to accelerate the date on which any Award may be exercised under the new LTIP;
(d) an amendment of the new LTIP or an Award as necessary to comply with applicable law or the requirements of any exchange upon which the securities of the Resulting Issuer are then listed or any other regulatory authority;
(e) any amendment of a "housekeeping" nature, including without limitation those made to clarify the meaning of an existing provision of the new LTIP or any agreement, correct or supplement any provision of the new LTIP that is inconsistent with any other provision of the new LTIP or any agreement, correct any grammatical or typographical errors or amend the definitions in the new LTIP regarding administration of the new LTIP; or
(f) any amendment regarding the administration of the new LTIP.

Notwithstanding the foregoing or any other provision of the new LTIP, shareholder approval is required for the following amendments to the new LTIP:

(a) any increase in the maximum number of Resulting Issuer Shares that may be issuable from treasury pursuant to awards granted under the new LTIP, subject to certain permitted adjustments;
(b) any reduction in the exercise price of an Award benefiting an insider, subject to certain permitted adjustments;
(c) any extension of the expiration date of an Award benefiting an insider, except in the case of an extension due to a black-out period;
(d) any amendment to remove or to exceed the insider participation limit; and
(e) any amendment to these amending provisions.

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The foregoing description of the Omnibus Plan is intended as a summary only. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the Omnibus Plan, which are set out in Schedule "K" to the Circular.

It is not expected that immediately following the Closing the Resulting Issuer will have in place long-term incentive plans, other than the Omnibus Plan pursuant to which securities based compensation will be granted from time to time by the board of directors of the Resulting Issuer under the provisions of the Omnibus Plan of the Resulting Issuer.

Summary Compensation Table

The following table outlines the anticipated compensation expected to be paid to each of the NEOs of the Resulting Issuer and the directors of the Resulting Issuer for the 12-month period after giving effect to the Transactions.

Name and Principal Position	Salary ($)	Share-based Awards(3) ($)	Option-based Awards(3) ($)	Non-equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
				Annual Incentive Plans	Long-term Incentive Plans
Roy Bonnell, CEO(1)	240,000	-	-	-	-	-	-	240,000
Joao Barros, COO(2)	240,000	-	-	-	-	-	-	240,000
Keith Margetson, CFO(2)	60,000	-	-	-	-	-	-	60,000

Notes:

(1) On Closing of the Transactions, the Resulting Issuer will enter into a management consulting agreement with Roy Bonnell whereby Mr. Bonnell will agree to provide his services as Chief Executive Officer to the Resulting Issuer and, in consideration of which, the Resulting Issuer will pay Mr. Bonnell an annual salary of $240,000, which will be paid $24,000 in cash and the balance will accrue and may be settled in Resulting Issuer Shares from time to time to preserve liquidity of the Resulting Issuer.

(2) On Closing of the Transactions, the Resulting Issuer will enter into a management consulting agreement with Joao Barros whereby Mr. Barros will agree to provide his services as Chief Operating Officer to the Resulting Issuer and, in consideration of which, the Resulting Issuer will pay Mr. Barros an annual salary of $240,000, which will be paid $24,000 in cash and the balance will accrue and may be settled in Resulting Issuer Shares from time to time to preserve liquidity of the Resulting Issuer.

(3) On Closing of the Transactions, the Resulting Issuer will enter into a management consulting agreement with Keith Margetson whereby Mr. Margetson will agree to provide his services as Chief Financial Officer to the Resulting Issuer and, in consideration of which, the Resulting Issuer will pay Mr. Margetson an annual salary of $60,000, which will be paid $24,000 in cash and the balance will accrue and may be settled in Resulting Issuer Shares from time to time to preserve liquidity of the Resulting Issuer.

(4) The Resulting Issuer has not yet determined whether or how many securities-based compensation Awards may be granted to the NEOs, which shall be determined after Closing by the board of directors of the Resulting Issuer pursuant to its policies as to determination of compensation and pursuant to the Omnibus Plan and the policies of the CSE.

Termination and Change of Control Benefits

The employment contracts of the CEO, COO, CFO and other senior executives of Resulting Issuer may include provisions with respect to compensation that will become payable on termination (equivalent to six months of salary) or on a change in control (equivalent to twelve months salary but subject to "double trigger").

Other than in respect to the employment contracts of its CEO, COO, CFO and other senior executives, it is expected that Resulting Issuer will not have any employment or consulting agreements for the provision of management services with any third parties, and such employment or consulting agreements will not contain any provisions for the payment of termination or severance fees other than as is customary at common law or as is required under applicable employment legislation.

Compensation of Directors

The Compensation and Governance Committee will determine the amount and form of the compensation provided to directors who are also not Named Executive Officers to be paid during the twelve-month period following the completion of the Reverse Takeover. The compensation provided is expected to be determined by the Resulting Issuer Board with reference to industry practice and may take the form of fees, share-based awards and option-based awards, as determined by the Resulting Issuer Board. Resulting Issuer will reimburse directors for out-of-pocket expenses related to their attendance at meetings.

Directors' and Officers' Insurance

After completion of the Reverse Takeover, Resulting Issuer expects to maintain insurance for its benefit and the benefit of its directors and officers as a group consistent with industry practice and with reference to Resulting Issuer's stage of development.

14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

14.1 Resulting Issuer

No person who is a director or officer of ACM or Deeprock or is proposed to be a director or officer of Resulting Issuer, and no other individual who at any time during the most recently completed financial year of ACM or Deeprock was a director or officer of ACM or Deeprock, nor any associate of such individual, (i) is indebted to ACM or Deeprock or a subsidiary of ACM or Deeprock, or (ii) was indebted to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by ACM, Deeprock or a subsidiary of ACM or Deeprock.

15. AUDIT COMMITTEES AND CORPORATE GOVERNANCE

Information on the Audit Committee

Charter of the Audit Committee

Upon completion of the Spin-Out under the Arrangement, the board of directors of the Resulting Issuer will adopt an Audit Committee Charter.

Composition of the Audit Committee

Upon completion of the Spin-Out, the board of directors of the Resulting Issuer will appoint audit committee members who are anticipated to be comprised of Andrew Lee and two independent directors, Roger Baer and Thomas Christoff. Under National Instrument 52-110 Audit Committees, a director of an Audit Committee is "independent" if he has no direct or indirect material relationship with the issuer, that is, a relationship which could, in the view of the Board of Directors, reasonably be expected to interfere

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with the exercise of the member's independent judgment. The Board of Directors considers that Roger Baer and Thomas Christoff to be independent members of the Audit Committee within the meaning of National Instrument 52-110 Audit Committees.

External Auditor Fees

The Resulting Issuer will retain the present auditor of Deeprock as its auditor. The fees billed to Deeprock by its auditor for each of the last two fiscal years, by category, are as follows:

Fiscal Year Ending	Audit Fees ($)	Audit-Related Fees ($)	Tax Fees ($)	All Other Fees ($)
November 30, 2024	$19,000	$0	$0	$0
November 30, 2023	$16,000	$0	$0	$0

Corporate Governance Practices

Board of Directors

The Resulting Issuer Board is anticipated to be comprised of Andrew Lee, Roger Baer and Thomas Christoff. Andrew Lee will not be independent in that he will also be an executive officer of The Resulting Issuer.

In carrying out its responsibilities, the Resulting Issuer Board will have no formal procedures designed to facilitate the exercise of its independent judgment. However, when considering the constitution of the board, the Resulting Issuer will endeavor to ensure that individuals elected to the board will act with integrity in exercising their judgment in the best interests of the Resulting Issuer and its shareholders.

All proposed board members of the Resulting Issuer are also directors of Deeprock, a company listed on the Canadian Securities Exchange.

Board Mandate

The Resulting Issuer Board does not have a written mandate. Generally, the board considers its mandate to be the management or supervision of the management of the affairs and business of the Resulting Issuer. The board considers its specific mandate to include the fixing, implementation and monitoring of policy with respect to strategic planning, communications, succession planning, financial performance and reporting, management compensation and risk identification and management. The board's mandate also includes the management of all matters that have not been specifically delegated to senior management or a committee of the board. Although the board intends to delegate to management the responsibility for managing the day-to-day affairs of the Resulting Issuer and certain other management responsibilities, the board will retain a supervisory role in respect of, and ultimate responsibility for, all matters relating to the Resulting Issuer and its business. The board will meet regularly to review the business operations and financial results of the Resulting Issuer. Meetings of the board will include regular meetings with management to discuss specific aspects of the operations of the Resulting Issuer.

Specifically, the Resulting Issuer Board will assume the following responsibilities:

strategic planning;
succession planning;

monitoring of financial performance and financial reporting;
reviewing and approving the Resulting Issuer’s operating plans;
identifying the principal risks of the Resulting Issuer and reviewing the systems to manage these risks;
reviewing and approving the Resulting Issuer capital expenditure policy as well as those expenditures that exceed the limits for management approval;
reviewing and approving significant operational and financial matters and providing direction to management on these matters;
reviewing the Resulting Issuer’s communications policy;
reviewing and approving corporate objectives and goals applicable to the senior management personnel of the Resulting Issuer; and
management compensation.

Position Descriptions

The Resulting Issuer does not have written position descriptions for its Chairman or the Chairmen of its Committees. The board of the Resulting Issuer will delineate the roles and responsibilities of each such position through a process of discussion and experience. Generally, each such Chairman is expected to compile the agenda items for each meeting, including receiving input from senior management and others with respect to matters to be discussed, ensure that board or committee members are properly notified of meetings and the business to be conducted, provide appropriate background material in advance of each meeting, conduct the business of each meeting in an orderly and business-like manner, and ensure that decisions of each meeting are communicated to the full board and senior management, as appropriate, in a timely fashion for implementation.

The Resulting Issuer does not have a written position description for the CEO. The board of the Resulting Issuer will delineate the roles and responsibilities of the CEO through a process of discussion and experience. Generally, the CEO will be responsible for the efficient and effective management of the Resulting Issuer’s day-to-day operations. The CEO is expected to oversee the implementation of the Resulting Issuer’s strategic plans, and to ensure that the board is kept apprised of the Resulting Issuer’s progress in this regard. The CEO will be responsible for overseeing management’s system of internal controls and reporting, to obtain reasonable assurance that the Resulting Issuer’s assets are safeguarded, transactions are authorized and financial information is reliable.

Orientation and Continuing Education

The Resulting Issuer does not have a formal process of orientation for new board members. However, the Resulting Issuer will orient and educate new board members by providing background information, conducting personal meetings and demonstrations and responding to questions, during the early stages of a new board member’s involvement with the Resulting Issuer.

The Resulting Issuer does not have a formal process of continuing education for directors. Directors’ meetings are expected to be normally held at the Resulting Issuer’s offices in Vancouver, B.C. and board members are updated on an ongoing basis with respect to new innovations. As needed, the Resulting Issuer’s legal counsel will be invited to attend board and committee meetings to provide advice concerning emerging trends in securities regulatory policy and related corporate matters. Other professional advisors may be invited to attend board meetings, as needed. The Resulting Issuer will also

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rely on the relatively straightforward nature of its business, and the established qualifications and expertise of its board members.

Ethical Business Conduct

The board of the Resulting Issuer will not have adopted a written code for the Resulting Issuer’s directors, officers and employees with respect to ethical business conduct. To the greatest extent possible, The Resulting Issuer will attempt to attract and retain individuals with a well-developed personal code of ethical conduct in both their business and personal lives.

In considering a transaction in which a director has a material interest, the director is required to disclose the nature and extent of his interest to the board and to abstain from voting on any resolution pertaining to the transaction.

Nomination of Directors

The board of the Resulting Issuer will not have a Nominating Committee to identify new candidates for board nomination. Potential candidates for appointment to the board will be considered by the board as a whole, in reliance on the recommendations, qualifications and experience of its members. The board recognizes that, in accordance with good corporate governance practices, it is desirable to appoint members who are independent, and gives weight to this consideration.

Assessments

The board of the Resulting Issuer will not have any specific procedures for regularly assessing the effectiveness and contribution of the board, its committees or individual directors. As the business of the Resulting Issuer is relatively straightforward and its board relatively small, it is expected that a significant lack of performance on the part of a committee or individual director would become readily apparent, and could be dealt with on a case-by-case basis. With respect to the board as a whole, the board will monitor its performance on an ongoing basis, and as part of that process considers the overall performance of the Resulting Issuer and input from its shareholders.

Investor Relations Arrangements

Neither Deeprock nor the Resulting Issuer has entered into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for The Resulting Issuer.

16. RISK FACTORS

Risks relating to the Transactions

Possible Failure to Complete the Transactions.

The Transactions are subject to normal commercial risk that the Transactions may not be completed on the terms negotiated or at all and completion of the Transactions is subject to customary conditions. Completion of the Transactions requires the satisfaction or waiver of certain conditions to complete the Transactions, including the approval of the Arrangement by the Court, and the CSE. Approval of the Plan of Arrangement by the CSE and the Court is not in the control of the Parties.

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Potential Liabilities Associated with the Transactions.

Although we have conducted due diligence with respect to ACM, there is no certainty that our due diligence procedures have revealed all of the risks and liabilities associated with the Transactions. ACM has provided certain representations in the Arrangement Agreement with respect to ACM but those representations are limited by the knowledge of the persons giving such representations. Risks and liabilities associated with the Transactions may be unknown and accordingly the potential monetary cost of any such liability is also unknown.

16.1 Deeprock

Investment in the securities of Deeprock involves a high degree of risk and should be regarded as speculative due to the nature of the business of Deeprock and ACM.

16.2 ACM

There are certain risk factors relating to ACM and its business which should be carefully considered by Deeprock Shareholders. These risks are described in more detail in Section 16.4 of this Listing Statement.

16.3 Resulting Issuer

Risks relating to the Resulting Issuer

Exploration, Development and Production Risks

An investment in Resulting Issuer Shares is speculative due to the nature of Resulting Issuer's involvement in the evaluation, acquisition, exploration and, if warranted, development and production of minerals. Mineral exploration involves a high degree of risk and there is no assurance that expenditures made on future exploration by Resulting Issuer will result in new discoveries in commercial quantities.

While Resulting Issuer has a limited number of specific identified exploration or development prospects, management will continue to evaluate prospects on an ongoing basis in a manner consistent with industry standards. The long-term commercial success of Resulting Issuer depends on its ability to find, acquire and commercially develop reserves. No assurance can be given that Resulting Issuer will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, Resulting Issuer may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic.

Resource exploration, development, and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge will not eliminate. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Resulting Issuer must rely upon consultants and contractors for exploration, development, construction and operating expertise. Substantial expenditures are required to establish mineral resources and mineral reserves through drilling and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

No assurance can be given that minerals will be discovered in sufficient quantities at any development-stage mineral projects to justify commercial operations or that funds required for additional exploration

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or development will be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; commodity prices which are highly cyclical; the proximity and capacity of milling facilities; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot accurately be predicted, but the combination of these factors may result in Resulting Issuer not receiving an adequate return on invested capital.

Future Profits/Losses and Production Revenues/Expenses

There can be no assurance that significant losses will not occur in the near future or that Resulting Issuer will be profitable in the future. Resulting Issuer's operating expenses and capital expenditures may increase in subsequent years as needed consultants, personnel and equipment associated with advancing exploration, development and commercial production, if any, of the Property and any other properties Resulting Issuer has or may acquire are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and Resulting Issuer's acquisition of additional properties and other factors, many of which are beyond Resulting Issuer's control. Resulting Issuer expects to incur losses unless and until such time as any of its properties enter generate sufficient revenues to fund its continuing operations. The development of the Property and any other properties Resulting Issuer may acquire an interest in will require the commitment of substantial resources to conduct the time-consuming exploration and development of properties. There can be no assurance that Resulting Issuer will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

Additional Funding Requirements

From time to time, Resulting Issuer may require additional financing in order to carry out its acquisition, exploration and development activities. Failure to obtain such financing on a timely basis could cause Resulting Issuer to forfeit its interest in certain properties, miss certain acquisition opportunities, delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties, and reduce or terminate its operations. If Resulting Issuer's cash flow from operations is not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or be available on favourable terms.

Prices, Markets and Marketing of Natural Resources

Tungsten is a commodity whose price is determined based on world demand, supply and other factors, all of which are beyond the control of Resulting Issuer. World prices for uranium have fluctuated widely in recent years. The marketability and price of natural resources which may be acquired or discovered by Resulting Issuer will be affected by numerous factors beyond its control. Government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of natural resources and environmental protection are all factors which may affect the marketability and price of natural resources. The exact effect of these factors cannot be accurately predicted, but any one or a combination of these factors could result in Resulting Issuer not receiving an adequate return for shareholders.

Title Matters

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Although management has taken steps to verify the ownership rights in mining properties in which Resulting Issuer holds an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. The title may be subject to unregistered prior agreements and may not comply with regulatory requirements. A defect could result in Resulting Issuer losing all or a portion of its right, title, estate and interest in and to the properties to which the title defect relates. Any of the mineral properties in which Resulting Issuer holds an interest may be subject to prior unregistered liens, agreements or transfers or other undetected title defects. There is no guarantee that title to the properties will not be challenged or impugned. Resulting Issuer is satisfied, however, that evidence of title to each of the properties is adequate and acceptable by prevailing industry standards.

Foreign Operations

Resulting Issuer's mineral operations would be primarily conducted in Portugal, and as such Resulting Issuer's operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties may include, but are not limited to: extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; corruption; changes in taxation policies; and changing political conditions, social unrest and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of or purchase supplies from a particular jurisdiction.

Resulting Issuer's activities are subject to extensive laws and regulations governing worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters.

A number of other approvals, licenses and permits are required for various aspects of mineral exploration and mine development. While the Resulting Issuer will use its best efforts to ensure title to its mineral properties continues into the future, these interests may be disputed, which could result in costly litigation or disruption of operations. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and development activities on Resulting Issuer's mineral projects.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on Resulting Issuer's operations or future profitability.

Political Risk

The Tungsten Properties are located in Portugal and is subject to changes in political conditions and regulations in Portugal.

Changes, if any, in mining or investment policies or shifts in political attitude in Portugal could adversely affect Resulting Issuer's operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

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Enforcement of Civil Liabilities

All of the assets of Resulting Issuer are located outside of Canada. It may not be possible to enforce against Resulting Issuer and certain of its directors and experts named herein judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.

Environmental Risks

All phases of the natural resources business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with operations. The legislation also requires that facility sites and mines be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of tailings or other pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require Resulting Issuer to incur costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect Resulting Issuer's financial condition, results of operations or prospects.

Companies engaged in the exploration and development of mineral properties generally experience increased costs, and delays as a result of the need to comply with applicable laws, regulations and permits. Resulting Issuer believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in natural resource exploration and development activities may be required to compensate those suffering loss or damage by reason of its activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of natural resources companies, or more stringent implementation thereof, could have a material adverse impact on Resulting Issuer and cause increases in capital expenditures or production costs or a reduction in levels of production at producing properties or require abandonment or delays in developments of new properties.

Dilution

In order to finance future operations and development efforts, the Resulting Issuer may raise funds through the issue of Resulting Issuer Shares or securities convertible into Resulting Issuer Shares. The constating documents of Resulting Issuer allow it to issue, among other things, an unlimited number of common shares for such consideration and on such terms and conditions as may be established by the directors of Resulting Issuer, in many cases, without the approval of shareholders. The Resulting Issuer cannot predict the size of future issues of common shares or securities convertible into common shares

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or the effect, if any, that future issues and sales of shares will have on the price of the shares. Any transaction involving the issue of previously authorized but unissued common shares or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective shareholders of Resulting Issuer.

Regulatory Requirements

Mining operations, development and exploration activities are subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, environmental protection and remediation, protection of endangered and protected species, mine safety, toxic substances and other matters. Changes in these regulations or in their application are beyond the control of Resulting Issuer and could adversely affect its operations, business and results of operations.

Government approvals and permits are currently, and may in the future be, required in connection with the mineral projects in which Resulting Issuer has an interest. To the extent such approvals are required and not obtained, Resulting Issuer may be restricted or prohibited from proceeding with planned exploration or development activities. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, could have a material adverse impact on the Resulting Issuer and cause increases in capital expenditures or production costs or reductions in levels of production at producing properties or require abandonment or delays in development of properties.

The Tungsten Property is located in Portugal and as such is subject to the jurisdiction of the laws of Peru. Resulting Issuer believes the present attitude to foreign investment and to the mining industry is favourable but conditions may change. Operations may be affected in varying degrees by government regulation with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety. These uncertainties may make it more difficult for the Resulting Issuer to obtain required production financing for the Tungsten Property.

Reliance on Operators and Key Employees

The success of the Resulting Issuer will be largely dependent upon the performance of its management and key employees. The Resulting Issuer does not have any key man insurance policies and therefore there is a risk that the death or departure of any member of management or any key employee could have a material adverse effect on Resulting Issuer. In assessing the risk of an investment in the Resulting Issuer Shares, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of the management of Resulting Issuer. An investment in the Resulting Issuer Shares is suitable only for those investors who are willing to risk a loss of their entire investment and who can afford to lose their entire investment.

Permits and Licenses

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The operations of Resulting Issuer will require licenses and permits from various governmental authorities. There can be no assurance that Resulting Issuer will be able to obtain all necessary licenses and permits that may be required to carry out exploration and development of its projects.

Availability of Equipment and Access Restrictions

Natural resource exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for such limited equipment or access restrictions may affect the availability of such equipment to Resulting Issuer and may delay exploration and development activities.

Conflict of Interest of Management

Certain of Resulting Issuer's directors and officers are also directors and officers of other natural resource companies. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers relating to Resulting Issuer will be made in accordance with their duties and obligations to deal fairly and in good faith with Resulting Issuer and such other companies.

Competition

Many companies are engaged in the search for and the acquisition of mineral interests, and there is a limited supply of desirable mineral interests. Many companies are engaged in the acquisition of mining interests, including large, established companies with substantial financial resources, operational capabilities and long earnings records. Resulting Issuer actively competes for acquisitions, leases, licenses, concessions, claims, skilled industry personnel and other related interests with a substantial number of other companies, many of which have significantly greater financial resources than the Resulting Issuer. Resulting Issuer's ability to successfully bid on and acquire additional property rights to participate in opportunities and to identify and enter into commercial arrangements with other parties will be dependent upon developing and maintaining close working relationships with its future industry partners and joint operators and its ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment.

Insurance

The Resulting Issuer's involvement in the exploration for and development of natural resource properties may result in Resulting Issuer becoming subject to liability for certain risks, and in particular unexpected or unusual geological operating conditions, including rock bursts, cave ins, fires, floods, earthquakes, pollution, blow-outs, property damage, personal injury or other hazards. Although Resulting Issuer will obtain insurance in accordance with industry standards to address such risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not, in all circumstances be insurable, or, in certain circumstances, Resulting Issuer may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to the Resulting Issuer. The occurrence of a significant event that the Resulting Issuer is not fully insured against, or the insolvency of the insurer or such event, could have a material adverse effect on Resulting Issuer's financial position, results of operations or prospects.

No assurance can be given that insurance to cover the risks to which the Resulting Issuer's activities will be subject will be available at all or at economically feasible premiums. Insurance against environmental

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risks (including potential for pollution or other hazards as a result of the disposal of waste products occurring from production) is not generally available to the Resulting Issuer or to other companies within the industry. The payment of such liabilities would reduce the funds available to the Resulting Issuer. Should Resulting Issuer be unable to fund fully the cost of remedying an environmental problem, the Resulting Issuer might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

The Market Price of Shares May Be Subject to Wide Price Fluctuations

The market price of Resulting Issuer Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of Resulting Issuer, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Resulting Issuer, general economic conditions, changes in mineral reserve or resource estimates, results of exploration, changes in results of mining operations, legislative changes, and other events and factors outside of the Resulting Issuer's control.

In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the shares.

The Resulting Issuer is unable to predict whether substantial amounts of shares will be sold in the open market. Any sales of substantial amounts of shares in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of the shares.

Currency Risk

Currency fluctuations may affect the costs the Resulting Issuer incurs at its operations. Tungsten is sold throughout the world based principally on the US dollar price, but a portion of Resulting Issuer's operating expenses may be incurred in other currencies. Fluctuation in these and other currencies coupled with stable or declining commodity prices may have an adverse effect on Resulting Issuer's earnings, in the event it has any, halt or delay development of new projects, and reduce funds available for further mineral exploration.

Credit Risk

Credit risk is the risk of an unexpected loss if a party to its financial instruments fails to meet its contractual obligations. The Resulting Issuer's financial assets exposed to credit risk will be primarily composed of cash and amounts receivable. While the Resulting Issuer will attempt to mitigate its exposure to credit risk, there can be no assurance that unexpected losses will not occur. Such unexpected losses could adversely affect the Resulting Issuer.

Risks Related to the Resulting Issuer Shares

The Resulting Issuer Shares will be Publicly Traded and are Subject to Various Factors that may make the Price of the Resulting Issuer Shares Volatile

The market price of the Resulting Issuer Shares could fluctuate significantly, in which case it may not be possible to re-sell the Resulting Issuer Shares at or above the price of the Deeprock Shares today or the price of the Resulting Issuer Shares upon the completion of the Transactions. The market price of the

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Resulting Issuer Shares may fluctuate based on a number of factors in addition to those listed in the Listing Statement, including:

Resulting Issuer’s operating performance and the performance of competitors and other similar companies;
the market’s reaction to the Transactions, to Resulting Issuer’s press releases and other public announcements and to Resulting Issuer’s filings with the various securities regulatory authorities;
changes in recommendations by research analysts who may cover the Resulting Issuer Shares;
changes in general economic conditions;
the number of the Resulting Issuer Shares outstanding;
the arrival or departure of key personnel; and
acquisitions, strategic alliances or joint ventures involving Resulting Issuer or its competitors.

In addition, the market price of the Resulting Issuer Shares is affected by many variables not directly related to Resulting Issuer’s success and not within Resulting Issuer’s control, including developments that affect the mining industry as a whole, the breadth of the public market for the Resulting Issuer Shares, and the attractiveness of alternative investments. In addition, securities markets have experienced an extreme level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. As a result of these and other factors, the Resulting Issuer’s share price may be volatile in the future and may decline below the price of the Deeprock Shares today. Accordingly, investors may not be able to sell the Resulting Issuer Shares at or above the price of the Deeprock Shares today.

Use of Proceeds

Resulting Issuer currently intends to allocate its available funds proceeds as described in this Listing Statement. However, the Resulting Issuer will have broad discretion in the actual application of such funds, and may elect to allocate proceeds differently from that described in the Listing Statement if it believes it would be in its best interests to do so as circumstances change. You may not agree with how the Resulting Issuer allocates or spends its available funds. The failure by the Resulting Issuer to apply use its funds effectively could have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations.

Potential Dilution

To further the activities of the Resulting Issuer, it will require additional funds and it is likely that, to obtain the necessary funds, the Resulting Issuer will have to sell additional securities including, but not limited to, the Resulting Issuer Shares or some form of convertible securities, the effect of which could result in a substantial dilution of the present equity interests of the Resulting Issuer’s shareholders.

Dividend Risk

Deeprock has not paid dividends in the past on the Deeprock Shares and the Resulting Issuer does not currently anticipate paying dividends in the near future on the Resulting Issuer Shares. The Resulting Issuer expects to retain its earnings to finance further growth and, when appropriate, retire debt.

Uninsurable Risks such as Public Health Crises like the COVID-19 Pandemic

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Events in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. General global economic conditions seemingly unrelated to the Resulting Issuer or to the mining industry, including, without limitation, interest rates, general levels of economic activity, fluctuations in the market prices of securities, participation by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural disasters, or other events outside of the Resulting Issuer's control may affect the activities of the Resulting Issuer directly or indirectly. In the course of development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, caveins, fires, flooding and earthquakes may occur. The Resulting Issuer's business, operations and financial condition could also be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. For example, in late December 2019, COVID-19 originated, subsequently spread worldwide and on March 11, 2020, the World Health Organization declared it was a pandemic. The risks of public health crises such as the COVID-19 pandemic to the Resulting Issuer's business include without limitation, the ability to gain access to government officials, the ability to continue drilling, the ability to raise funds, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, disruption of the Resulting Issuer's supply chains and other factors that will depend on future developments beyond the Resulting Issuer's control. There can be no assurance that the Resulting Issuer's personnel may not see its workforce productivity reduced or that the Resulting Issuer may not incur increased medical costs or insurance premiums as a result of these health risks. In addition, a pandemic or the fear thereof could adversely affect global economies and financial markets resulting in volatility or an economic downturn that could have an adverse effect on the demand for tungsten and the Resulting Issuer's future prospects.

Epidemics such as COVID-19 could have a material adverse impact on capital markets and the Resulting Issuer's ability to raise sufficient funds to finance the ongoing development of its material business. All of these factors could have a material and adverse effect on the Resulting Issuer's business, financial condition and results of operations. It is not always possible to fully insure against such risks, and the Resulting Issuer may decide not to insure such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the Resulting Issuer Shares.

17. LEGAL PROCEEDINGS AND REGULATORY ACTIONS

17.1 Deeprock

There are no material legal proceedings against Deeprock or affecting any of its properties as of the date of this Listing Statement. There are no (a) penalties or sanctions imposed against Deeprock by a court relating to securities legislation or by a securities regulatory authority during its most recently completed financial year; (b) other penalties or sanctions imposed by a court or regulatory body against Deeprock that would likely be considered important to a reasonable investor in making an investment decision in Deeprock; and (c) settlement agreements Deeprock entered into before a court relating to securities legislation or with a securities regulatory authority during its most recently completed financial year.

17.2 ACM

ACM is not party to or the subject matter of any material legal proceedings and to the best knowledge of ACM, no such legal proceedings are contemplated.

18. INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed elsewhere in this Listing Statement, none of the directors or executive officers of Deeprock, no proposed nominee for election as a director of Deeprock, none of the persons who have been directors or executive officers of Deeprock since the commencement of Deeprock's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter disclosed in this Listing Statement.

No "informed person" of Deeprock, that is: (a) the directors and executive officers of Deeprock; (b) any person who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the MUS's outstanding voting shares; (c) any director or executive officer of a person referred to in (b) above; or (d) any associate or affiliate of any "informed person" of Deeprock, has any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or could materially affect Deeprock, or in any matter disclosed in this Listing Statement, other than as otherwise disclosed in this Listing Statement.

In particular, Andrew Lee is a director and officer of ACM as well as Deeprock, and Keith Margetson is an officer of ACM as well as Deeprock.

Interests of Insiders, Promoters or Control Persons

The directors, promoters and executive officers of Deeprock currently hold directly or indirectly 300,966 Deeprock Shares (post-Consolidation), representing approximately 11.87% of all of the issued and outstanding Deeprock Shares. No insider, promoter or control person of Deeprock and no associate or affiliate of the same, has any interest in the Transactions other than (i) which arises from their holdings of Deeprock Shares, and (ii) their respective anticipated position with the Resulting Issuer following the Transactions.

Upon completion of the Arrangement, the size of the Resulting Issuer Board will be increased to six directors, all the directors will resign other than Andrew Lee, who will remain as a director, and Roy Bonnell, Sean O'Neill, Joao Barros, Colin Padget, and Michael Galego will be appointed as directors of the Resulting Issuer. Roy Bonnell will be appointed as Chief Executive Officer, Joao Barros as President and Chief Operating Officer, Keith Margetson as Chief Financial Officer, and Andrew Lee as Corporate Secretary.

AUDITORS, TRANSFER AGENTS AND REGISTRARS

19.1 Deeprock

The auditor of Deeprock is Saturna Group Chartered Professional Accountants LLP, located at 1605 – 1166 Alberni Street, Vancouver, BC V6E 3Z3.

The registrar and transfer agent for Deeprock is Odyssey Trust Company at 350 – 409 Granville Street, Vancouver, BC, V6C 1T2, Canada.

19.2 Resulting Issuer

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It is expected that following the completion of the Reverse Takeover, Davidson & Company LLP, Vancouver, British Columbia, will become the auditors of Resulting Issuer.

It is proposed that Odyssey Trust Company at 350 – 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2, will be the transfer agent and registrar for the Resulting Issuer Shares.

20. MATERIAL CONTRACTS

20.1 Deeprock

Other than the Arrangement Agreement, Voting Agreements, the NPS Agreement, the Letter Agreement, the Ralleau Option Agreement, the Golden Gate Option Agreement, the Lugar Option Agreement, and the Esperanca Option Agreement (each of which are described in Section 19.2 below), Deeprock has not entered into any material contracts other than in the ordinary course of business.

20.2 ACM

Other than as described below, ACM has not entered into any material contracts other than in the ordinary course of business, with the exception of the Arrangement Agreement (and the Letter Agreement which the Arrangement Agreement replaced it as the definitive agreement thereof) and the subscription agreements related to the Concurrent Financing.

NPS Agreement. The NPS Agreement was entered into between ACM and Deeprock on March 19, 2024 wherein ACM granted Deeprock the right to earn a 10% net profits interest from the production of ACM's intended pilot plant at the Vilia Verde Tungsten Project in exchange for payment to ACM of $1,000,000 by April 30, 2024. Deeprock failed to complete the payment of $1,000,000 and the agreement was terminated pursuant to the terms thereof on April 30, 2024 and the parties agreed that the $100,000 advanced to ACM would become a subscription for ACM Shares at a price of $0.10 per ACM Shares, which we issued as of September 30, 2024.

Assignment Agreement. The Assignment Agreement is the agreement between Dalmington and ACM dated March 27, 2023 as amended April 10, 2023 and December 3, 2024, wherein Dalmington assigned (the "Assignment") to ACM all of its rights to acquire Pan Metals and the Tungsten Properties pursuant to an acquisition agreement (the "Acquisition Agreement") among Dalmington, Pan Iberia Limited and other parties dated February 15, 2023, as amended June 30, 2023, November 30, 2023 and March 18, 2024, pursuant to which ACM acquired Pan Metals and the Tungsten Properties on April 29, 2024. In consideration for the Assignment, ACM agreed to assume all the obligations of Dalmington under the Acquisition Agreement, transfer to Dalmington the Retained 10% Interest, and grant Dalmington the Retained 1% NSR, and the Retained 10% Interest and Retained 1% NSR were both subsequently transferred from Dalmington on December 3, 2024 back to Pan Metals for nominal consideration.

Retained 1% NSR Agreement. The Retained 1% NSR is the 1% net smelter returns royalty agreement made on closing of the Acquisition on April 29, 2024 between Pan Metals (as royalty payor) and Dalmington (as royalty payor) wherein Pan Metals grants Dalmington a 1% net smelter returns royalty in respect of both Tungsten Properties. Under the agreement, the royalty payor may repurchase 50% of the royalty on or after production has commenced at the respective Tungsten Projects for a purchase price payable in cash and equal to 70% of the net present value of the royalty based on a 7% discount factor and the most current published feasibility studies for the respective Tungsten Projects. On December 3, 2024, the Retained 1% NSR was transferred back from Dalmington to Pan Metals for nominal consideration and the Retained 1% NSR was then cancelled upon transfer back to Pan Metals.

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Borralha Concession Agreement. The agreement entered into between DGEG and Mineralia on October 28, 2021, which granted the mineral property located in northern Portugal, registry number C-167, covering an area of 382.48 hectares.

Promissory Transfer Agreement. The Promissory Transfer Agreement is the amended and restated agreement dated October 30, 2023 and amended and restated on April 29, 2024 upon closing of the Acquisition among Mineralia, Pan Iberia and Pan Metals as amended February 20, 2025 wherein Mineralia holds the Tungsten Properties beneficially in trust for Pan Metals, and Mineralia will transfer to Pan Metals the registered title to the Tungsten Properties upon completion of transfer requirements of the DGEG, provided that ACM completes the Listing by the listing deadline of April 30, 2025, which may be extended to June 30, 2025 upon written notice from ACM. On December 3, 2024, Dalmington transferred the Retained 10% Interest to Pan Metals for nominal consideration and Mineralia now holds 100% of the Tungsten Properties beneficially in trust for Pan Metals pursuant to the Promissory Transfer Agreement.

Retained Interest Promissory Transfer Agreement. The Retained Interest Promissory Transfer Agreement is the agreement between Pan Metals and Dalmington made upon completion of the Acquisition on April 29, 2024 wherein Pan Metals holds the Retained 10% Interest beneficially in trust for Dalmington. Dalmington transferred the Retained 10% Interest to Pan Metals for nominal consideration on December 3, 2024.

Debt Amendment Agreement. The agreement made as of July 29, 2024 between ACM and Pan Iberia, wherein the parties agree to replace: (1) a convertible debenture in the principal amount of $670,000 owing by ACM to Pan Iberia, issued on closing of the Acquisition on April 29, 2024 with an Auto-Convert Debenture in the same principal amount and same effective date as of April 29, 2024; and (2) a promissory note made on closing of the Acquisition on April 29, 2024 by ACM payable to Pan Iberia in the principal amount of $1,005,000 bearing interest at 10% per annum due December 31, 2024 ("Note #1") and a promissory note made on closing of the Acquisition on April 29, 2024 by ACM payable to Pan Iberia in the principal amount of $1,005,000 bearing interest at 10% per annum due October 29, 2025 ("Note #2") with a new single replacement promissory note (the "2027 Note") made as of July 29, 2024 in the principal amount of $1,959,539.72 bearing interest at 10% per annum due July 4, 2027 (which as of the date of this Listing Statement now has a principal amount of $1,859,540 because of prepayment of $100,000 on August 28, 2024), and ACM has agreed to prepay a principal amount of $800,000 as soon as it has liquid funds to do so excluding any funds received on or before the Listing, any financings in respect of the Pilot Plant, and any post-Listing Financing except for the lesser of 20% and $400,000 of any single post-Listing equity financing. The Debt Amendment Agreement was amended on November 22, 2024 to provide that: (i) the 2027 Note will be payable within its terms maturing July 4, 2027, subject to ACM having sufficient liquid funds to do so, so as not to result in ACM becoming insolvent; and (ii) amend the Borralha Special Warrant so as to provide that it has a conversion price equal to the greater of 1.5x the Listing Price and the 20-day VWAP as of the day following vesting whereupon the shares then issued will be subject to escrow under National Policy 46-201 for the "Usual Case" with escrow release dates commencing 10% on vesting and 15% every six months thereafter; and (iii) amending the Vila Verde Special Warrant so as to provide a conversion price equal to the greater of 2x the Listing Price and the 20-day VWAP as of the day following vesting. The Debt Amendment Agreement was then also amended on December 12, 2024 and then on February 20, 2025 amending and extending the Listing Deadline Date to March 31, 2025. The Debt Amendment Agreement was further amended on March 24, 2025 amending and extending the Listing Deadline Date to April 30, 2025.

Auto-Convert Debentures. As at the date of this Listing Statement, ACM has issued the following Auto-Convert Debentures:

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Auto-Convert Debenture in the principal amount of $851,250 payable to Pan Iberia made effective on closing of the Acquisition on April 29, 2024 bearing interest of 12% per annum.
Auto-Convert Debenture in the principal amount of $2,680,000 payable to Pan Iberia made effective on closing of the Acquisition on April 29, 2024 bearing interest of 12% per annum.
Auto-Convert Debenture in the principal amount of $670,000 payable to Pan Iberia made effective on closing of the Acquisition on April 29, 2024 bearing interest of 5% per annum.
Auto-Convert Debenture in the principal amount of $160,800 payable to Miron Holdings Limited made effective on closing the purchase of the Borralha 1% NSR on September 17, 2024 bearing interest of 12% per annum.
Auto-Convert Debenture in the principal amount of $80,400 payable to Adriano Barros made effective on closing the purchase of the Borralha 1% NSR on September 17, 2024 bearing interest of 12% per annum.
Auto-Convert Debenture in the principal amount of $26,800 payable to Robert Kiefer made effective on closing the purchase of the Borralha 1% NSR on September 17, 2024 bearing interest of 12% per annum.

Promissory Notes. As of the date of this Listing Statement, ACM has the following promissory notes issued and outstanding:

The 2027 Note (see "Debt Amendment Agreement" above) in the principal amount of $1,859,540, which is a long-term debt due July 4, 2027.
The following short-term promissory notes:
$13,400 payable to Robert Kiefer made September 17, 2024 and due on or after November 14, 2024, with interest of 5% per annum accruing on and after the date of demand;
$80,400 payable to Miron Holdings Limited made September 17, 2024 and due on or after November 14, 2024, with interest of 5% per annum accruing on and after the date of demand;
$124,950 payable to Mineralia made April 29, 2024 and due 90 days after demand, with interest of 5% per annum accruing on and after the date of demand; and
$106,647 payable to Mineralia made April 29, 2024 and due 90 days after demand, with interest of 5% per annum accruing on and after the date of demand.

FundBox Agency Agreement. The FundBox Agency Agreement is an agreement dated June 7, 2024 between ACM and FundBox Sociedade de Capital de Risco, S.A. ("FundBox"), an international fund management and investment firm based in Lisbon, Portugal to arrange for long-term debt financing on a best efforts basis of initially up to €11,000,000 (the "Debt Financing") for ACM and its wholly-owned Portuguese subsidiary, Pan Metals. The Debt Financing is comprised of convertible debentures to be subscribed for and purchased by a fund (the "Fund") established by FundBox closing in one or more tranches over a period of 24 months from May 31, 2024. The debentures will have a term of 5 years and bear interest at a rate of 5% per year, payable semi-annually. The principal and any unpaid interest of the debentures may be converted at the end of the term, at the election of the Fund, into Resulting Issuer Shares at the conversion price equal to the then applicable 20-day volume weighted average price, subject to the policies of the CSE.

Sales and Marketing Agreement. The Sales and Marketing Agreement is the agreement between ACM and Ocean Partners USA, Inc. ("OP") dated January 1, 2024 wherein ACM appointed OP as its exclusive sales and marketing agents for tungsten and tin concentrates produced from the Pilot Plant and the Borralha Tungsten Project (the "Products"). This agreement has a term ending on the later of five full years

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of commercial production, December 31, 2030, or the conclusion of a government contract with the United States, the United Kingdom, or the European Union for offtake of at least 50% of the planned tungsten concentrate of ACM at a minimum price of $320 per MTU. Under the agreement, ACM shall pay OP a marketing fee of 1.5% of the final invoice value for each shipment of Products, and OP shall: (a) negotiate and assist ACM in finalizing sales contracts for the Products; (b) negotiate and administer freight contracts for the Products; (c) administer sales contracts for the Product, Product invoicing and tracking of all provisional and final payments, arrangement of supervision of final weighing, sampling, moisture determination, assay exchanges, and umpire analysis and transportation insurances, where required, all subject to approval by ACM and third-party services for the account of ACM; (d) upon request, secure all marine/road insurance for a fee; compile and update weekly weight and inventory reports; coordinate weekly meetings to review/update relevant commercial matters; provide an annual update on the market for the Products and marketing strategy; upon request, assist in development of metal and currency risk strategies and policies, including hedging strategies. OP will also provide working capital financing of up to US$5 million initially against future deliveries of Products in minimum advances of US$1 million, subject to: (a) pre-sale advances of 50% of the expected sale value of the sum of the Products; (b) requested up to 90 days ahead of the estimated shipment date of the Products at an interest rate of 3M SOFR + 7.5%; and (c) advances must be repaid within 120 days and overdue balances shall bear interest of 10% per annum in addition to regular interest rates. OP is entitles to a success fee of 2.5% of the total gross amount raised as debt or equity for ACM from a qualified investor introduced to ACM by OP, which includes any identified tungsten processing plan in the US, UK or EU, and identified government agencies of the US, UK and EU. It is understood that the agreement in no way gives OP exclusivity outside of the agreed qualified investors, and OP recognizes that it is not the only party introducing qualified investors to ACM. The parties agree that all disputes under the agreement shall be resolved by arbitration under the Arbitration Act (Ontario).

Copies of this agreement will be available for inspection at Suite 1518 – 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6, during ordinary business hours on any business day up to the closing of the Transactions and for a period of 30 days thereafter.

21. EXPERTS

No person or company who is named as having prepared or certified a part of the Listing Statement or prepared or certified a report or valuation described or included in the Listing Statement has, or will have upon completion of the Transactions, any direct or indirect interest in the Resulting Issuer.

Names of Experts

The following prepared or certified a report, valuation, statement or opinion described or included or incorporated by reference in this Listing Statement:

Saturna Group Chartered Professional Accountants LLP issued audit reports in connection with the audited financial statements of Deeprock for the years ended November 30, 2024 and 2023 and the years ended November 30, 2023 and 2022. Saturna Group Chartered Professional Accountants LLP is independent within the meaning of the Code of Professional Conduct applicable to members of the Institute of Chartered Professional Accountants of British Columbia.
Davidson & Company LLP, the current auditors of ACM who prepared the auditor's report to the shareholders on the consolidated audited financial statements of ACM for the financial years
122 -

ended June 30, 2024 and 2023; auditor's report to the shareholders on the audited financial statements of Pan Metals for the years ended June 30, 2024 and 2023; and the auditor's report to the shareholders on the audited financial statements of Pan Metals for the years ended June 30, 2023 and 2022, and have reported that they are independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

J. Douglas Blanchflower, P.Geo., of Minorex Consulting Ltd., is the author of the Borralha Technical Report and the Vila Verde Technical Report, is a qualified person for the purposes of NI 43-101 and independent of the Resulting Issuer, ACM and Deeprock.
Armstrong Simpson, legal counsel to Deeprock, who prepared this Listing Statement in consultation with Aird & Berlis LLP, legal counsel to ACM.

Interest of Experts

To the best of the knowledge of Deeprock and ACM, the aforementioned experts held either less than one percent or no securities of Deeprock or ACM or of any associate or affiliate of them when they prepared the aforementioned report, valuation, statement or opinion, and no securities were subsequently received or to be received by such experts. In addition, assuming completion of the Transactions, such experts will, collectively, own none or less than 1% of the Resulting Issuer Shares, respectively.

None of the aforementioned experts, nor any directors, officers or employees of such experts are currently, or are expected to be elected, appointed or employed as, a director, officer or employee of Deeprock, ACM, or the Resulting Issuer or of any associate or affiliate of them.

22. OTHER MATERIAL FACTS

As of the date of this Listing Statement, the CSE has not provided conditional approval of Transactions described in this Listing Statement.

Deeprock is a reporting issuer in the provinces of British Columbia, Saskatchewan and Alberta. Upon completion of the Transactions, Resulting Issuer will continue to be a reporting issuer in British Columbia, Ontario, and Alberta.

There are no further material facts or particulars in respect of the securities of the Resulting Issuer, to the knowledge of Deeprock or ACM, that are not already disclosed herein that are necessary to be disclosed for this Listing Statement to contain full, true and plain disclosure of all material facts relating to the Resulting Issuer.

23. SIGNIFICANT ACQUISITIONS

23.1 ACM

On April 29, 2024, ACM, through its wholly-owned Portuguese subsidiary, ACM Tungsten Unipessoal Lda, completed the acquisition of Pan Metals and its Tungsten Projects. For a description of the nature of the business acquired, see "Tungsten Projects—The Borralha Tungsten Project—Property Description, Location and Access" and "Tungsten Projects—The Vila Verde Tungsten Project—Property Description, Location and Access" in this Listing Statement.

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ACM entered into the Promissory Transfer Agreement wherein Mineralia agreed to hold the Tungsten Projects beneficially in trust for ACM's wholly-owned subsidiary Pan Metals. See “Material Contracts” in this Listing Statement for further information.

As consideration for the Tungsten Projects, ACM paid as follows:

A. to the Assignor (as defined in the Assignment Agreement), the Retained 10% Interest and the Retained 1% NSR, both of which were transferred back to ACM's wholly-owned subsidiary, Pan Metals for nominal consideration;

B. to Pan Iberia:

(i) $500,000 USD (paid - as of June 30, 2023, ACM had paid the $500,000 USD deposit or $677,940);

(ii) $2,000,000 USD, of which $1,500,000 USD was paid by two promissory notes; and $500,000 was paid by convertible debenture;

(iii) $2,000,000 USD paid by way of a convertible debenture bearing interest at 12%;

(iv) the Borralha Special Warrants issued to Pan Iberia on closing and vesting on the later of (a) 12 months plus one day after the listing of the Resulting Issuer, and (b) publication by the Resulting Issuer of a technical report for Borralha prepared in accordance with NI 43-101 with a resource estimate (in any category) of at least 15,000 tonnes of tungsten oxide (WO3) exercisable within 5 years of the closing date for no additional consideration into Resulting Issuer Shares equal to $1,000,000 USD (using an agreed $1.34 CAD/USD exchange rate) divided by the greater of 1.5x the listing price and the 20-day VWAP for the period following public announcement of the resource estimate, subject to the policies of the CSE; provided, however, that in the event that the listing does not occur by the deadline as may be agreed between ACM and Pan Iberia (presently agreed to be April 30, 2025) the rights and obligations of the Borralha Special Warrants shall become null and void and the $1,340,000 face value of the Borralha Special Warrants shall be due to Pan Iberia under a promissory note without interest with a maturity date of April 29, 2029; and

(v) the Vila Verde Special Warrants issued to Pan Iberia on closing and vesting on the later of (a) 36 month plus one day after listing and (b) the date that PanMetals is issued a Mining Exploitation License (“VV License”) for commercial production of tungsten at economically viable levels from Vila Verde exercisable within 5 years of closing for no additional consideration into Resulting Issuer Shares equal to $2,000,000 USD (using the fixed exchange rate of $1.34) divided by the greater of: (1) two times (2x) the listing price; and (2) the 20-day VWAP for the period following the public announcement of the VV License, subject to the policies of the CSE, and the convertible debenture, Payments Shares, Borralha Special Warrants and Vila Verde Special Warrants shall be subject to restrictions preventing the Vendor from owning 20% or more of the Resulting Issuer Shares unless determined otherwise by the Resulting Issuer and subject to the policies of the CSE; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between ACM and Pan Iberia (presently agreed to be April 30, 2025) the rights and obligations of the Vila Verde Special Warrants shall become null and void and the $2,680,000 face value of the Vila Verde Special Warrants shall be due to Pan Iberia under a promissory note without interest with a maturity date of April 29, 2029.

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Pursuant to the Acquisition Agreement, on closing of the Acquisition on April 29, 2024, ACM also:

A) acquired, through Pan Metals, the remaining 10% of Vila Verde from Mineralia-Minas Geotecnia e Construcoes Lda. ("Mineralia") in consideration for a cash payment of €60,000 together with a cash payment of €25,000 in respect of license fees which was satisfied by way of a promissory note in the amount of €85,000 ($123,250); and ACM acknowledged that it will pay €250,000 to Mineralia to pay the mining regulatory authorities in Portugal once required upon issuance of the Exploitation license for Vila Verde, which will not be required until sometime after 18 months of closing of the acquisition;

B) reimbursed Pan Iberia €125,000 for payment of license fees in respect of Borralha and paid for exploration expenses of €877,440 incurred since February 14, 2023 satisfied by way of a convertible debenture in the principal amount of $851,250 which automatically converts into Resulting Issuer Shares on listing at the listing price per Resulting Issuer Share at listing; and reimbursed Mineralia for €125,000 in license fees paid for Borralha which was satisfied by payment of a promissory note in the amount of $106,475.50, which reflects $74,600 previously paid in cash; and

C) agreed to acquire a 1% net smelter return royalty in respect of Borralha from the holders thereof for a purchase price of $300,000 USD satisfied by $100,000 USD cash and $200,000 USD in ACM Shares at a price equal to the listing price using the fixed exchange rate of $1.34; and a cash payment of $40,200 was paid to one of the holders, and on September 17, 2024 the Company completed the acquisition of the royalty by: (i) paying promissory notes totaling $93,800 to the other royalty holders in satisfaction of the cash requirement; and (ii) issuing three convertible debentures in the aggregate principal amount of $268,000 which automatically convert into Resulting Issuer Shares on listing at the listing price.

For further information, including with respect to the effect of the acquisition of the Tungsten Projects on ACM's financial position, see the audited financial statements of ACM for the years ended June 30, 2024 and 2023, the management's discussion and analysis of ACM for the years ended June 30, 2024 and 2023, and the interim financial statements of ACM for the three and six months ended December 31, 2024 and the management's discussion and analysis for the three and six months ended December 31, 2024, set out as Schedule A, Schedule B, Schedule C, and Schedule D to this Listing Statement, respectively.

No valuation was obtained in connection with the acquisition of the Tungsten Projects. The acquisition of the Tungsten Projects was not completed with an informed person, associate or affiliate of ACM.

125 -

126 -

24. FINANCIAL STATEMENTS

Schedule A contains the audited financial statements of ACM for the years ended June 30, 2024 and 2023.

Schedule B contains the management’s discussion and analysis of ACM for the years ended June 30, 2024 and 2023.

Schedule C contains the interim financial statements of ACM for the three and six months ended December 31, 2024.

Schedule D contains the management’s discussion and analysis of ACM for the three and six months ended December 31, 2024.

Schedule E contains the audited financial statements of Pan Metals for the years ended June 30, 2024 and 2023.

Schedule F contains the audited financial statements of Pan Metals for the years ended June 30, 2023 and 2022.

Schedule G contains the management’s discussion and analysis of Pan Metals for the years ended June 30, 2024 and 2023 and the management’s discussion and analysis of Pan Metals for the years ended June 30, 2023 and 2022

Schedule H contains the audited financial statements of Deeprock for the years ended November 30, 2024 and 2023, and November 30, 2023 and 2022.

Schedule I contains the management’s discussion and analysis of Deeprock for the years ended November 30, 2024 and 2023.

Schedule J contains the pro forma balance sheet and income statement of the Resulting Issuer as of December 31, 2024.

CERTIFICATE OF DEEPROCK MINERALS INC.

The foregoing contains full, true and plain disclosure of all material information relating to Deeprock Minerals Inc., Deeprock Spinco and the Resulting Issuer. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at Toronto, Ontario this 23rd day of April, 2025.

(signed) "Andrew Lee"

(signed) "Keith Margetson"

Andrew Lee
President, Chief Executive Officer and
Director

Keith Margetson
Chief Financial Officer

A - 1 -

CERTIFICATE OF ALLIED CRITICAL METALS CORP.

The foregoing contains full, true and plain disclosure of all material information relating to Allied Critical Metals Corp. and the Resulting Issuer. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at Toronto, Ontario this 23rd day of April, 2025.

(signed) "Roy Bonnell"
Roy Bonnell
Chief Executive Officer and Director

(signed) "Keith Margetson"
Keith Margetson
Chief Financial Officer

(signed) "Joao Barros"
Joao Barros
President, Chief Operating Officer and Director

(signed) "Andrew Lee"
Andrew Lee
Corporate Secretary and Director

A - 2 -

CERTIFICATE OF PROMOTER

The foregoing contains full, true and plain disclosure of all material information relating to the Resulting Issuer. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at Toronto, Ontario this 23rd day of April, 2025.

(signed) "Roy Bonnell"

(signed) "Andrew Lee"

Roy Bonnell

Andrew Lee

A - 3 -

SCHEDULE A

FINANCIAL STATEMENTS OF ALLIED CRITICAL METALS CORP.

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

(See attached)

ALLIED CRITICAL METALS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

For the year end June 30 2024 and for the period from
Inception on January 12, 2023 to June 30, 2023

Stated in Canadian Dollars

ALLIED CRITICAL METALS CORP.

INDEX TO THE AUDITED FINANCIAL STATEMENTS

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

	Page
INDEPENDENT AUDITOR'S REPORT	3-5
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Financial Position	6
Consolidated Statement of Loss and Comprehensive Loss	7
Consolidated Statement of Changes in Equity	8
Consolidated Statement of Cash Flows	9
Notes to the Consolidated Financial Statements	10-29

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Directors of
Allied Critical Metals Corp.

Opinion

We have audited the accompanying consolidated financial statements of Allied Critical Metals Corp. (the "Company"), which comprise the consolidated statements of financial position as at June 30, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the year ended June 30, 2024 and for the period from inception on January 12, 2023 to June 30, 2023, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2024 and 2023, and its financial performance and its cash flows for the year ended June 30, 2024 and for the period from inception on January 12, 2023 to June 30, 2023, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company has incurred losses since inception of $1,266,494 and does not currently have the financial resources to sustain operations in the long-term. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Vancouver, Canada
October 23, 2024
Chartered Professional Accountants

ALLIED CRITICAL METALS CORP.

Consolidated Statement of Financial Position

(Stated in Canadian dollars)

As at June 30, 2024 and 2023

	2024	2023
Assets
Current assets:
Cash	$ 192,802	$ 281,158
GST and VAT receivable	209,089	5,090
Prepaid expenses	55,175	4,000
Total current assets	457,066	290,248
Cash held on deposit (Note 4)	175,908	-
Exploration and evaluation assets (Note 5)	10,368,428	-
Deferred acquisition costs (Note 5)	-	677,940
Total assets	$ 11,001,402	$ 968,188
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities (Note 7)	$ 1,178,526	$ 111,075
Accrued interest (Notes 8 and 9)	113,779	-
Promissory notes (Note 8)	1,136,597	-
Convertible debentures (Note 9)	3,531,250	-
Total current liabilities	5,960,152	111,075
Promissory note payable (Note 8)	1,005,000	-
Convertible debentures (Note 9)	670,000	-
Special warrant liability (Note 10)	1,725,368
Total liabilities	9,360,520	111,075
Shareholders' equity:
Share capital (Note 11)	2,128,659	952,067
Share subscriptions (Notes 11 and 14)	392,500	-
Reserves (Notes 12 and 13)	388,594	27,360
Other accumulated comprehensive loss	(2,377)	-
Accumulated deficit	(1,266,494)	(122,314)
Total shareholder's equity	1,640,882	857,113
Total liabilities and shareholder's equity	$ 11,001,402	$ 968,188

Nature of operations and continuance of business (Note 1)

Subsequent events (Note 19)

Approved by:

"Roy Bonnell"

Roy Bonnell, Director

"Andrew Lee"

Andrew Lee, Director

The accompanying notes form an integral part of these consolidated financial statements

ALLIED CRITICAL METALS CORP.

Consolidated Statement of Loss and Comprehensive Loss

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

	2024	2023
Expenses
Share-based compensation (Note 13)	$ 377,998	$ 19,060
Exploration and evaluation expenditures	356,531	-
Professional fees	88,837	17,158
Consulting fees	61,500	5,100
Wages	41,111	-
General and administrative expenses	33,850	710
Project investigation costs	27,195	68,560
Management fees (Note 14)	24,000	12,500
	(1,011,022)	(123,088)
Financing costs and miscellaneous income
Interest expense (Note 8 and 9)	(113,779)	-
Loss on revaluation of special warrant liability
(Note 10)	(20,531)	-
Interest income	1,152	774
Loss for the year / period	(1,144,180)	(122,314)
Other comprehensive loss
Translation expense	(2,377)	-
Loss and comprehensive loss for the year/period	$ (1,146,557)	$ (122,314)
Weighted average shares outstanding	26,709,550	16,578,067
Loss per share – basic and diluted	$ (0.04)	$ (0.01)

The accompanying notes form an integral part of these consolidated financial statements

ALLIED CRITICAL METALS CORP.

Consolidated Statement of Changes in Shareholders' Equity

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

	Share Capital		Share Subscriptions	Reserves	Accumulated Other Comprehensive Loss	Accumulated Deficit	Shareholders' Equity
	# of shares
Balance, June 30, 2023	24,247,800	$ 952,067	$ -	$ 27,360	$ -	$ (122,314)	$ 857,113
Shares issued for cash	12,348,500	1,234,850	(100,000)	-	-	-	1,134,850
Share issue costs - Cash	-	(130,022)	-	-	-	-	(130,022)
Share issue costs - Finder's warrants (Note 7)	-	(2,296)	-	2,296	-	-	-
Shares issued for services (Note 7)	300,000	30,000				-	30,000
Shares issued for options	5,000,000	44,060		(19,060)	-	-	25,000
Share subscriptions received, not issued	-	-	492,500	-	-	-	492,500
Share-based compensation	-	-	-	377,998	-	-	377,998
Loss and comprehensive loss for the year	-	-	-	-	(2,377)	(1,144,180)	(1,146,557)
Balance, June 30, 2024	41,896,300	$ 2,128,659	$ 392,500	$ 388,594	$ (2,377)	$ (1,266,494)	$ 1,640,882
	Share Capital		Reserves	Accumulated Deficit	Shareholders' Equity
---	---	---	---	---	---
	# of shares
Inception, January 12, 2023	-	$ -	$ -	$ -	$ -
Shares issued for cash	24,247,800	999,780		-	999,780
Share issue costs - Cash	-	(39,413)		-	(39,413)
Share issue costs - Finder's Warrants (Note 7)	-	(8,300)	8,300	-	-
Loss and comprehensive loss for the period	-	-	19,060	(122,314)	(103,254)
Balance, June 30, 2023	24,247,800	$ 952,067	$ 27,360	$ (123,314)	$ (857,113)

The accompanying notes form an integral part of these consolidated financial statements

ALLIED CRITICAL METALS CORP.

Consolidated Statement of Cash Flows
(Stated in Canadian dollars)

For the year ended June 30, 2024 and
For the period from inception on January 12, 2023 to June 30, 2023

	2024	2023
Cash provided by (used in):
Operating activities
Loss for the year / period	$ (1,144,180)	$ (122,314)
Items not involving cash
Share-based compensation	377,998	19,060
Shares issued for services	30,000	-
Loss on revaluation of special warrant liability	20,531	-
Accrued interest	113,779	-
Change in non-cash working capital
GST and VAT receivable	(92,896)	(5,090)
Prepaid expenses	(51,175)	(4,000)
Accounts payable and accrued liabilities	364,693	105,789
Net cash used in operations	(381,350)	(6,555)
Investing activities
Acquisition of PanMetals	(1,341,451)	-
Deferred acquisition costs	-	(677,940)
Cash received on acquisition	118,162	-
Net cash to investing activities	(1,223,289)	(677,940)
Financing activities
Common shares subscribed and issued, net of issue costs	1,101,436	965,653
Common shares issued for options exercised	25,000	-
Subscriptions received	492,500	-
Payment on promissory note	(100,000)	-
Net cash provided from financing activities	1,518,936	965,653
Effects of foreign exchange on cash	(2,653)	-
Increase in cash	(88,356)	281,158
Cash, beginning of year / period	281,158	-
Cash, end of year / period	192,802	$ 281,158

See Note 16 for supplemental information

The accompanying notes form an integral part of these consolidated financial statements

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

Allied Critical Metals Corp. (“ACM” or the “Company”) is an exploration company incorporated on January 12, 2023, under the laws of the Province of Ontario, Canada. The Company’s head office and principal address is Suite 1800, 181 Bay Street, Toronto Ontario, M5J 2T9.

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has incurred losses since inception of $1,266,494 and does not currently have the financial resources to sustain operations in the long-term. While the Company has been successful in obtaining its required funding for this year, there is no assurance that such future financing will be available or be available on favourable terms. These material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Continued operations of the Company are dependent on the Company’s ability to receive financial support, necessary financing, or generate profitable operations in the future.

MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION

Basis of presentation

These consolidated financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”) in effect at June 30, 2024.

The consolidated financial statements were approved by the Board of Directors as of October 23, 2024.

Use of accounting estimates and judgments

The preparation of these consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the revision affects both current and future periods. Assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting year, relate to:

(i) Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstance. There is material uncertainty regarding the Company’s ability to continue as a going concern. The Company’s principal source of cash is private placements. The Company is dependent on raising funds in order to have sufficient capital to be able to identify, evaluate and then acquire an interest in assets or a business.

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ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

2. MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION (continued)

(ii) Determination of functional currency

The functional currency for each of the Company and its subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of the Company is the Canadian dollar and for the subsidiaries, it is the European Euro. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

(iii) Impairment of exploration and evaluation assets

(iv) The Company is required to make certain judgments in assessing indicators of impairment of exploration and evaluation properties. Judgment is required to determine if the right to explore will expire in the near future or is not expected to be renewed, to determine whether substantive expenditures on further exploration for and evaluation of mineral resources in specific areas will not be planned or budgeted, to determine if the exploration for and evaluation of mineral resources in specific areas have not led to the commercially viable quantities of mineral resources and the Company will discontinue such activities, and is required to determine whether there are indications that the carrying amount of an exploration and evaluation property is unlikely to be recovered in full from successful development of the project or by sale.

(v) Fair value of Special Warrants

There are events that must happen in order for the Special Warrants to vest and the Company must use its judgment to determine the likelihood of those events occurring. The Company must consider if these events are more likely or less than likely to occur and, if more likely, assign a probability to that event. In its determination, the Company has concluded that it is more likely that the Borralha Special Warrants will vest, while it is less than likely that the vesting events for the Vila Verde Special Warrants will not be met. Their value is a combination of the likelihood of the Special Warrants vesting, and the issuance of a promissory note, which is the result should the Special Warrants not vest.

(vi) The recoverability and measurement of deferred tax assets and liabilities

Tax interpretations, regulations, and legislation are subject to change. The determination of income tax expense and deferred tax involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and interpretations of laws in the countries in which the Company operates. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these estimates may materially affect the final amount of deferred taxes or the timing of tax payments.

(v) Share-based compensation

Share-based compensation in the form of Finder's Warrants, issued to third parties for services, and options, issued to management and consultants, have been valued using the Black-Scholes option pricing model. Some of the inputs are subjective, including the expected volatility of the price of the Company's common shares, the expected term of the option, expected dividend yield, and expected forfeiture rates. These estimates involve inherent uncertainties and are based on management judgment.

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ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

2. MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION (continued)

Principles of consolidation

A subsidiary is an entity controlled by the Company. Control exists when the Company has the power to directly or indirectly govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account in the assessment of whether control exists. A subsidiary is fully consolidated from the date on which control is transferred to the Company. It is deconsolidated from the date on which control ceases.

All inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation. The consolidated financial statements included the accounts of the Company and the following subsidiaries:

	Country of Incorporation	Percentage of Ownership June 30
		2024	2023
ACM Tungsten, Unipessoal Lda.	Portugal	100%	-
PanMetals, Unipessoal Lda.	Portugal	100%	-

Financial instruments

The Company follows IFRS 9, Financial Instruments, which applies a single approach to determine whether a financial asset is measured at amortized cost or fair value. The classification is based on two criteria: the Company's business objectives for managing the assets; and whether the financial instruments' contractual cash flows represent "solely payments of principal and interest" on the principal amount outstanding (the "SPPI test"). Financial assets are required to be reclassified only when the business model under which they are managed has changed. All reclassifications are to be applied prospectively from the reclassification date.

Financial liabilities under IFRS 9 are generally classified and measured at fair value at initial recognition and subsequently measured at amortized cost.

Financial assets

The Company initially recognizes financial assets at fair value on the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Classification and measurement under IFRS 9 requires financial assets to be initially measured at fair value. In the case of a financial asset not categorized as fair value through profit or loss ("FVTPL"), transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Subsequent classification and measurement of financial assets depends on the Company's business objective for managing the asset and the cash flow characteristics of the asset:

(i) Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as other income (expense) in the financial statements, and gains/losses are recognized in profit or loss when the asset is derecognized or impaired.

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ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

2. MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION (continued)

Financial instruments (continued)

(ii) Fair value through other comprehensive income ("FVOCI") – Financial assets held to achieve a particular business objective other than short-term trading are designated at FVOCI. IFRS 9 also provides the ability to make an irrevocable election at initial recognition of a financial asset, on an instrument-by-instrument basis, to designate an equity investment that would otherwise be classified as FVTPL and that is neither held for trading nor contingent consideration arising from a business combination to be classified as FVOCI. There is no recycling of gains or losses through profit or loss. Upon derecognition of the asset, accumulated gains or losses are transferred from other comprehensive income ("OCI") directly to Deficit.

(iii) FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL.

The Company measures cash and cash held on deposit at amortized cost.

Impairment of financial assets

An expected credit loss (ECL) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. The ECL model requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through the statement of loss and comprehensive loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. The Company's financial assets measured at amortized cost are subject to the ECL model.

Financial liabilities

The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes financial liability when its contractual obligations are discharged or cancelled or expire. The subsequent measurement of financial liabilities is determined based on their classification as follows:

The Company measures the Special warrant liability at FVTPL.

(ii) Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the amortization process.

The Company measures accounts payable and accrued liabilities, interest payable, promissory notes payable and convertible debentures payable at amortized cost.

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ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

2. MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION (continued)

Financial instruments (continued)

Classification of financial instruments

IFRS 7, Financial instruments: disclosures, establishes a fair value hierarchy that reflects the significance of inputs in measuring fair value as the following:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the assets or liability that are not based on observable market data

The classification of a financial instrument in the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

Exploration and evaluation assets

Exploration and evaluation assets include the fair value at acquisition date of exploration and evaluation assets acquired in a business combination or an asset purchase. Costs incurred on acquisition are also capitalized. Exploration and evaluation expenditures made after the acquisition are expensed until such time as the assets have been assessed as being technically feasible and commercially viable.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Decommissioning and restoration provision

The Company assesses its provision for reclamation and remediation on an annual basis or when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Such provisions represents management's best estimate of the present value of the future reclamation and remediation obligation. The actual future expenditures may differ from the amounts currently provided.

Decommissioning and restoration obligations encompass legal, statutory, contractual or constructive obligations associated with the retirement of a long-lived tangible asset that results from the acquisition, construction, development and/or normal operation of a long-lived asset. The retirement of a long-lived asset is reflected by an other-than-temporary removal from service, including sale of the asset, abandonment or disposal in some other manner.

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ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

2. MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION (continued)

Taxes

Tax expense comprises current and deferred tax. Current tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not it probable that a deferred tax asset will be recovered, it does not recognize the asset. The Company has assessed that it is improbable that such assets will be realized and has accordingly not recognized a value for deferred taxes as at June 30, 2024.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

When the Company issues warrants in connection with its unit private placements, the value attributed to the warrants in the unit is measured using the residual method. This method allocates value first to the more easily measurable component based on fair value and the residual to the less easily measurable component, if any. The Company considers the fair value of its shares to be the more easily measurable component and is valued with reference to the market price. The residual value is attributed to the warrants, if any, and is recorded as a separate component of equity.

Earnings per share

The Company presents basic and diluted earnings per share ("EPS") data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method.

Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the reporting periods.

15 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

2. MATERIAL ACCOUNTING POLICY DISCOSURE INFORMATION (continued)

Earnings per share (continued)

However, in periods where a net loss is reported, outstanding options and warrants are excluded from the calculation of diluted loss per share, as they are anti-dilutive and, as a result, diluted loss per share is equal to the basic loss per share.

Share-based compensation

The Company recognizes share-based compensation costs for the estimated fair value of equity-based instruments granted to both employees and non-employees. Transactions in which goods or services are received from non-employees in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Transactions involving employees are accounted for by reference to the fair value of the equity instruments granted. The Company uses the Black-Scholes option pricing model to calculate the fair value of the equity instruments issued.

Foreign Currency Translation

The functional and reporting currency of the Company is the Canadian dollar. Transactions denominated in foreign currencies are translated using the exchange rate in effect on the transaction date or at an average rate. Monetary assets and liabilities denominated in foreign currencies are translated using the historical rate on the date of the transaction. Foreign exchange gains and losses are included in profit or loss.

The functional currency of the Company's subsidiary is the European dollar. In translating the accounts from the European Euro to the Canadian dollar, the Company follows the guidelines under IAS 21, The Effects of Changes in Foreign Exchange Rates, whereby assets and liabilities are translated at the year-end exchange rate and related expenses at the average exchange rate for the year. Resulting translation adjustments are accumulated as a separate component of accumulated other comprehensive loss in the statement of shareholders' deficit.

3. RECENT ACCOUNTING PRONOUNCEMENTS AND ADOPTED POLICIES

The Company adopted IAS 1 effective January 12, 2023. This standard clarifies how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances. The adoption of this new standard did not impact the Company's financial statements.

Issued but not yet effective, in April 2024, the IASB issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements. The standard will become effective January 1, 2027, with early adoption permitted. The Company is in the process of assessing the impact of this new standard on the Company's consolidated financial statements.

4. CASH HELD ON DEPOSIT

Cash held on deposit is comprised of a non-interest-bearing deposit of €120,000 ($175,908); requested by the government of Portugal's Directorate General of Energy and Geology (the "DGEG") to ensure compliance with the terms of the mineral rights for the Vila Verde Tungsten Project "(Vila Verde)", one of two projects held beneficially in trust for the Company by Mineralia-Minas, Geotecnica E Contrucoes Limitada ("Mineralia"), a related company.

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ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

5. ACQUISITION OF PANMETALS UNIPESSOAL LDA

Acquisition of Pan Metals Unipessoal Lda and its mineral properties, the Borralha Tungsten Project and the Vila Verde Tungsten Project in Portugal (the "Tungsten Properties")

On March 27, 2023, ACM signed an agreement as amended on April 10, 2023 (the "Assignment Agreement") with Dalmington Investments Limitada ("Dalmington" or "Assignor") to receive all of the rights and assume all the obligations of Dalmington under an acquisition agreement (the "Acquisition Agreement") dated February 15, 2023 and amended June 30, 2023, November 30, 2023 and March 18, 2024, to acquire from Pan Iberia Limited ("Pan Iberia" or the "Vendor") all the issued and outstanding capital of PanMetals Unipessoal Limitada ("PanMetals").

PanMetals owned 100% of the Borralha Project and 90% with a right to acquire the remaining 10% of the Vila Verde Project. Pursuant to the Acquisition Agreement and Assignment Agreement, ACM incorporated ACM Tungsten Unipessoal Lda as a wholly-owned Portuguese subsidiary incorporated under the laws of Portugal to acquire 100% of the equity capital of PanMetals. Pursuant to the Acquisition Agreement, ACM committed to complete a going public listing transaction (the "Listing"), such as by a reverse takeover, three-cornered amalgamation plan of arrangement or similar listing wherein ACM will become a wholly-owned subsidiary of a company (the "Resulting Issuer") having its common shares (the "RI Shares") listed ("Date of Listing") and posted for trading on a Canadian stock exchange. Pursuant to the Assignment Agreement and Acquisition Agreement, on April 29, 2024, ACM paid the following consideration to the Vendor and the Assignor as follows:

A) payment to Assignor:

(i) a 1% net smelter returns royalty (the "1% NSR") on all production from the Tungsten Projects, 50% of which may be repurchased by the royalty payor at any time after commencement of commercial production of the respective Tungsten Projects at a cash purchase price equal to a 70% of the net present value of the 1% NSR based on a 7% discount factor; and

(ii) a 10% beneficial ownership in the Tungsten Projects, as a carried, non-participating interest that becomes a carried, participating interest upon commencement of commercial production at each of the respective Tungsten Projects which may each be acquired separately by ACM in consideration for payment equal to a 30% discount to the respective net present values of the projects as published in the most current bankable feasibility studies using a discount factor of 7% paid 30% in cash and 70% in RI Shares based on the greater of the applicable discounted market price and the 20-day volume weighted average price for the 14 day period prior to completing the purchase of the respective beneficial ownership percentage, subject to the policies of the Canadian Securities Exchange (the "Exchange");

B) payment to Vendor:

(i) $500,000 USD (paid - as of June 30, 2023, the Company had paid the $500,000 USD deposit or $677,940);

(ii) $2,000,000 USD, of which $1,500,000 USD was paid by two promissory notes; (the "Secured Note" and the "Note" - see Note 8, Promissory Notes Payable) and $500,000 was paid by convertible debenture (the "Convertible Debenture" - see Note 9, Convertible Debentures Payable);

(iii) 2,000,000 USD was paid by way of a convertible debenture bearing interest at 12% (the "Closing Auto-Convert Debenture" - see Note 9, Convertible Debentures Payable);

Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

5. ACQUISITION OF PANMETALS UNIPESSOAL LDA (continued)

(iv) special common share purchase warrants of ACM (the "Borralha Special Warrants") issued to the Vendor on Closing and vesting on the later of (a) 12 months plus one day after Listing, and (b) publication by the Resulting Issuer of a technical report for Borralha prepared in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects ("NI 43-101") with a resource estimate (in any category) of at least 15,000 tonnes of tungsten oxide (WO3) exercisable within 5 years of April 29, 2024 for no additional consideration into RI Shares equal to $1,000,000 USD (using an agreed $1.34 CAD/USD exchange rate) divided by the greater of the Listing Price and the closing market price one business day following public announcement of the resource estimate, subject to the policies of the Exchange; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between the Company and the Vendor (presently agreed to be December 31, 2024 – see Note 19, Subsequent Events) the rights and obligations of the Borralha Special Warrants shall become null and void and the $1,340,000 face value of the Borralha Special Warrants shall be due to the Vendor under a promissory note without interest with a maturity date of April 29, 2029; and

(v) special common share purchase warrants of ACM (the "Vila Verde Special Warrants") issued to the Vendor on closing and vesting on the later of (a) 36 month plus one day after Listing and (b) the date that PanMetals is issued a Mining Exploitation License ("VV License") for commercial production of tungsten at economically viable levels from Vila Verde exercisable within 5 years of April 29, 2024 for no additional consideration into RI Shares equal to $2,000,000 USD (using the fixed exchange rate of $1.34) divided by the greater of: (1) two times (2x) the Listing price; and (2) the closing market price on business day following the public announcement of the VV License, subject to the policies of the Exchange, and the convertible debenture, Payments Shares, Borralha Special Warrants and Vila Verde Special Warrants shall be subject to restrictions preventing the Vendor from owning 20% or more of the RI Shares unless determined otherwise by the RI and subject to the policies of the Exchange; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between the Company and the Vendor (presently agreed to be December 31, 2024 – see Note 19, Subsequent Events) the rights and obligations of the Vila Verde Special Warrants shall become null and void and the $2,680,000 face value of the Vila Verde Special Warrants shall be due to the Vendor under a promissory note without interest with a maturity date of April 29, 2029;

(see Note 10, Special Warrant Liability)

Pursuant to the Acquisition Agreement, on closing of the Acquisition on April 29, 2024, ACM also:

A) acquired, through PanMetals, the remaining 10% of Vila Verde from Mineralia-Minas Geotecnia e Construcoes Lda. ("Mineralia") in consideration for a cash payment of €60,000 together with a cash payment of €25,000 in respect of license fees which was satisfied by way of a promissory note in the amount of €85,000 ($123,250) (see Note 8, Promissory Notes Payable); and ACM acknowledged that it will pay €250,000 to Mineralia to pay the mining regulatory authorities in Portugal once required upon issuance of the Exploitation license for Vila Verde, which will not be required until sometime after 18 months of closing of the acquisition;

Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

5. ACQUISITION OF PANMETALS UNIPESSOAL LDA (continued)

B) reimbursed the Vendor €125,000 for payment of license fees in respect of Borralha and paid for exploration expenses of €877,440 incurred since February 14, 2023 satisfied by way of a convertible debenture in the principal amount of $851,250 which automatically converts into RI Shares on Listing at the Listing price (the "Listing Price") per RI Share at Listing (see Note 9, Convertible Debentures Payable); and reimbursed Mineralia for €125,000 in license fees paid for Borralha which was satisfied by payment of a promissory note in the amount of $106,647, which reflects $74,600 previously paid in cash (see Note 8, Promissory Notes Payable); and

C) agreed to acquire a 1% net smelter return royalty in respect of Borralha from the holders thereof for a purchase price of $300,000 USD satisfied by $100,000 USD cash and $200,000 USD in ACM shares at a price equal to the Listing Price using the fixed exchange rate of $1.34; and a cash payment of $40,200 was paid to one of the holders, and on September 17, 2024 the Company completed the acquisition of the royalty by: (i) paying promissory notes totaling $93,800 to the other royalty holders in satisfaction of the cash requirement; and (ii) issuing three convertible debentures in the aggregate principal amount of $268,000 which automatically convert into RI Shares on Listing at the Listing Price (see Note 19, Subsequent Events).

On April 29, 2024, the Company closed the transaction whereby it acquired all of the shares in the capital of PanMetals. The Company elected to apply the optional test as per IFRS 3, to identify concentration of fair value to determine whether the transaction constitutes a business combination or an asset acquisition and determined that the exploration property constituted a group of assets that comprised over 90% of the fair value of the acquisition. Accordingly, the Company recorded the transaction as an acquisition of net assets.

The following summarizes the purchase price allocation:

Consideration Issued
Transaction Costs	$ 32,310
Cash Consideration
Cash deposit of US$500,000	677,940
Payment for exploration expenditures	1,266,851
Payment on licenses	74,600
Debt issued
Promissory notes	2,241,597
Convertible debentures	3,350,000
	5,591,597
Special Warrants	1,704,837
Total Consideration Issued	$ 9,348,135
Net identifiable assets (liabilities) acquired
Cash	$ 118,162
VAT	111,003
Cash held on deposit	175,632
Exploration and evaluation assets	10,368,428
Accounts payable	(1,425,090)
Total net identifiable liability	$ 9,348,135

19 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

5. ACQUISITION OF PANMETALS UNIPESSOAL LDA (continued)

The fair value of the Special Warrants was estimated based on (1) the value of the underlying shares and a probability of 51% for the Borralha Special Warrants and 49% for the Vila Verde Special Warrants and (2) the present value of the promissory notes, should the Listing not occur by the agreed deadline (of December 31, 2024 – see Note 19, Subsequent Events). See Note 11, Special Warrant Liability.

6. EXPLORATION AND EVALUATION ASSETS

	Borralha	Vila Verde	Total
Balance, June 30, 2023	$ -	$ -	$ -
Additions	4,033,324	6,335,104	10,368,428
Balance, June 30, 2024	$ 4,033,324	$ 6,335,104	$ 10,368,428

Borralha Project

In connection with the acquisition of PanMetals (see Note 5, Acquisition of PanMetals), the Company acquired a 90% interest in the Borralha Project located in Portugal with the right to acquire the remaining 10%. The Borralha Project is a tungsten mineral project located in northern Portugal.

Vila Verde Project

In connection with the acquisition of PanMetals (see Note 5, Acquisition of PanMetals), the Company acquired a 90% interest in the Vila Verde Project located in Portugal with the right to acquire the remaining 10%. The Vila Verde Project is a tungsten mineral project located in northern Portugal.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company's accounts payable and accrued liabilities are non-interest bearing and detailed below:

	2024	2023
Trade accounts payable	$ 175,766	$ 88,575
Related party payable (Note 14)	876,153	12,500
Accrued liabilities	126,607	10,000
	$ 1,178,526	$ 111,075

20 | Page

ALLIED CRITICAL METALS CORP.
Notes to the Consolidated Financial statements
(Stated in Canadian dollars)
For the year ended June 30, 2024 and
For the period from inception on January 12, 2023 to June 30, 2023

8. PROMISSORY NOTES PAYABLE

Current promissory notes payable	2024	2023
Note payable to Mineralia, a related party, of €125,000, due 90 days after demand and bearing interest at 5% (reflects $74,600 paid). Accrued interest thereon is $906.	$ 106,647	$ -
Note payable to Mineralia, a related party of €85,000, due 90 days after demand and bearing interest at 5%. Accrued interest thereon is $1,061.	124,950	-
Note payable to Pan Iberia of $750,000 USD (the 'Secured Note') bearing interest at 10% per annum, payable quarterly, due on the Date of Listing, secured by a pledge of the quotas in the capital of PanMetals, subordinated to third party investors in the Company, prepayable without bonus or penalty. Accrued interest thereon is $17,071. The Listing deadline was June 30, 2024, but has been extended by the payment of $100,000 against the Secured Note in June 2024 and $100,000 in August 2024. The maturity date has been amended to December 31, 2024 (see Note 19, Subsequent Events.)	905,000	-
	$ 1,136,597	$ -
Long term promissory notes payable	2024	2023
---	---	---
Note payable to Pan Iberia of $750,000 USD (the 'Note') bearing interest at 10% per annum, payable quarterly, due October 29, 2025. Accrued interest thereon on is $17,071.	$ 1,005,000	$ -
	$ 1,005,000	$ -

9. CONVERTIBLE DEBENTURES PAYABLE

Current convertible debentures payable	2024	2023
Auto convertible debenture payable to Pan Iberia of $851,250, assumed as a liability on the purchase of PanMetals, bearing interest at 12%, converting automatically on the Date of Listing into resulting issuer shares at the Listing Price. Accrued interest thereon is $17,351.	$ 851,250	$ -
Auto convertible debenture payable to Pan Iberia of $2,000,000 USD, bearing interest at 12%, converting automatically on the Date of Listing into resulting issuer shares at the Listing Price. Accrued interest thereon is $54,628.	2,680,000	-
	$ 3,531,250	$ -

21 | Page

9. CONVERTIBLE DEBENTURES PAYABLE (continued)

Long term convertible debenture payable

Convertible debenture payable to Pan Iberia of $500,000 USD, bearing interest at 5%, due October 29, 2025. The debenture holder may elect to convert any time after October 29, 2024, but before the maturity date. The conversion price is the greater of the price per common share at Listing or the price at exercise date. Accrued interest thereon is $5,691. This debenture was amended on July 29, 2024 into an automatically convertible debenture converting automatically on the Date of Listing into resulting issuer shares at the Listing Price. See Note 19, Subsequent Events.

$ 670,000	$ -
$ 670,000	$ -

10. SPECIAL WARRANT LIABILITY

The requirement to either issue shares or issue promissory notes for the face value of the special warrants has been recorded as a liability based on the probability of each event happening. For the Borralha Special Warrants, the Company estimated the probability of exercise at 51% resulting in a fair value on warrant exercise of $683,400 and a fair value on issuing the promissory note of $340,479. For the Vila Verde Special Warrants, the Company estimated a 0% probability of exercise resulting in $Nil fair value for warrant exercise and a fair value on issuing the promissory note of $680,957 based on a 49% probability of it becoming operative. The promissory note valuations were based on a present value using a 12% interest rate.

	2024	2023
Fair value of special warrant liability on acquisition	$ 1,704,837	$ -
Loss on revaluation of special warrant liability	20,531	-
Special warrant liability, June 30, 2024	$ 1,725,368	$ -

11. SHARE CAPITAL

The Company is authorized to issue an unlimited number of preference shares, issuable in series, and an unlimited number of common shares.

As at June 30, 2024, the Company had 41,896,300 (2023 – 24,247,800) common shares issued and outstanding.

Transactions in the Company's shares were as follows for the year ended June 30, 2024:

The Company completed private placements and issued 12,348,500 common shares at a price of $0.10 for gross proceeds of $1,234,850. The Company incurred a total of $130,022 in share issuance costs and issued 38,400 Finders Warrants with a fair value of $2,296. These Finder's Warrants will allow the holder to purchase one additional

22 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

11. SHARE CAPITAL (continued)

common share at a purchase price of $0.10 for a period of 12 months from the issuance date.

5,000,000 in options granted were exercised at a price of $0.005 for gross proceeds of $25,000. In connection with these options, $19,060 originally recorded as share-based compensation was transferred from reserves to share capital.
300,000 shares valued at a price of $0.10 were issued for services rendered by a third-party consultant.

Transaction in the Company's shares were as follows for the period ended June 30, 2023:

The Company issued 15,000,000 common shares at a price of $0.005 per share for gross proceeds of $75,000.
The Company completed a private placement and issued 9,247,800 common shares at a price of $0.10 for gross proceeds of $924,780. The Company incurred a total of $39,413 in share issuance costs. In addition, on certain of the finders' fees, the Company issued 159,000 Finder's Warrants with a fair value of $8,300. These Finder's Warrants will allow the holder to purchase one additional common share at a purchase price of $0.10 for a period of 24 months from the issuance date.

During the year, the Company received $492,500 in share subscriptions but had not yet issued the shares by June 30, 2024. They were issued subsequent to the year end. As at June 30, 2024, the Company had $100,000 in shares issued but on which the cash had not yet been received. It was received subsequent to the year end.

12. WARRANTS AND WARRANT RESERVE

As at June 30, 2024, the Company had 197,400 Finder's Warrants outstanding exercisable at $0.10 per common share with the following contractual remaining life:

159,000 warrants – 0.87 years remaining life.

38,400 warrants – 0.63 years remaining life.

The cost of the Finder's Warrants was determined using the Black Scholes option pricing model using the following inputs:

23 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

12. WARRANTS AND WARRANT RESERVE (continued)

Input	2024	2023
Expected life	1 yr.	2 yrs.
Annualized volatility	164.1%	95.5%
Risk-free interest rate	4.89%	4.40%
Dividend rate	0.00%	0.00%

The Finder's Warrants transactions and number of warrants outstanding are summarized as follows:

	Fair Value of warrants	Number of Warrants	Weighted Average Exercise Price
Balance outstanding, January 12, 2023	$ -	-	$ -
Issued for finder's fees	8,300	159,000	$ 0.10
Balance outstanding, June 30, 2023	8,300	159,000	$ 0.10
Issued for finder's fees	2,296	38,400	$ 0.10
Balance outstanding, June 30, 2024	$ 10,596	197,400	$ 0.10

13. OPTIONS AND OPTIONS RESERVE

Options are granted at the discretion of the board of directors.

On April 12, 2024, the Company granted 4,850,000 options to management, directors and consultants of the Company. The options have an exercise price of $0.10 per share, are valid for a period of 5 years from the date of the grant and vest immediately. Using the Black Scholes option pricing model, the options were valued at $377,998.

On April 5, 2023, the Company granted 5,000,000 options to management, directors and consultants of the Company. The options have an exercise price of $0.10 per share, are valid for a period of 5 years from the date of the grant and vest immediately. Using the Black Scholes option pricing model, the options were valued at $19,060. The options were exercised in January 2024.

At the end of the year, the 4,850,000 options outstanding had a remaining contractual life of 4.79 years. When exercised, each option entitles the holder to receive one common share in the Company.

24 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

13. OPTIONS AND OPTIONS RESERVE (continued)

A recap of the option transactions is as follows:

	Fair Value of options	Number of Options	Weighted Average Exercise Price
Balance outstanding, January 12, 2023	$ -	-	$ -
Granted	19,060	5,000,000	$ 0.005
Balance outstanding, June 30, 2023	19,060	5,000,000	$ 0.005
Exercised	(19,060)	(5,000,000)	$ 0.005
Granted	377,998	4,850,000	$ 0.10
Balance outstanding, June 30, 2024	$ 377,998	4,850,000	$ 0.10

The value of the options was recognized as share-based compensation expense with a corresponding amount recognized in reserves. If exercised, the option value recorded will be transferred to share capital.

The following assumptions were used for the Black Scholes valuation of option issued:

Inputs	2024	2023
Expected life	3 yrs.	3 yrs.
Annualized volatility	136.4%	131.8%
Risk-free interest rate	4.89	4.36%
Dividend rate	0.00%	0.00%

14. RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined the key personnel to be officers and directors of the Company.

During the year ended June 30, 2024, $24,000 was accrued or paid for management fees to the Chief Financial Officer ("CFO"). Of this amount, $14,700 is unpaid and included in accounts payable as at June 30, 2024 (2023 - $nil). The CFO was granted stock options valued at $3,897.

For the period ended June 30, 2023, $12,500 (2024 - $nil) was paid for management fees to the Chief Executive Officer ("CEO"). During the year ended June 30, 2024, he was granted stock options valued at $58,453. At as June 30, 2024, the CEO had advanced the Company $87,000. The account is non-interest bearing, due on demand and included in accounts payable.

During May and June 2024, the period during which PanMetals was owned by ACM, each of Mineralia and GMR Consultores Lda., which are owned or controlled by the President and Chief Operating Officer ("COO") of the Company, received payment for their respective fees and expenses in respect of services provided by them to PanMetals – Mineralia ($211,666 fees and $249,851 for other exploration expenses) and GMR Consultores Lda. ($17,591 in fees). As at June 30, 2024, included in accounts payable were 734,862 owing to Mineralia and $17,591 owing to GMR Consultores Lda. The COO was also granted stock options valued at $58,453 during the year ended June 30, 2024.

Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

14. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

On March 19, 2024, the Company signed an agreement with DeepRock Minerals Inc., ("Deep") a related party as both companies share a common director and officer. Under the agreement, Deep would earn a 10% joint venture earn-in interest in a pilot plant to be located near the two tungsten properties in Portugal. The 10% interest in the joint venture would entitle Deep to receive the greater of 10% of the net profits for the sale of tungsten concentrate produced from the pilot land and $500,000 per year for a term of 10 years. In order to earn the 10% interest, Deep must pay ACM $1,000,000 by April 30, 2024, and pay the first $200,000 by March 31, 2024. Should Deep not complete the payment of the full purchase price by April 30, 2024, any payments would automatically convert into common shares of the Company at a price of $0.10 per share. As of April 30, 2024, Deep had paid $122,000 and, as the terms of the contract were not met, $100,000 is to be converted into shares and the balance of $22,000 will be returned to Deep. The $100,000 has been included in Subscriptions received as the shares were not issued prior to June 30, 2024. The balance is included in related party debt. The common director and office received stock options valued at $58,453 in 2024 and $6,353 in 2023.

15. RISK AND CAPITAL MANAGEMENT

The Company's primary objectives in capital management are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and to maintain sufficient funds to finance the development of mineral property assets. Capital is comprised of the Company's shareholders' equity. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements. There have been no changes to the Company's approach to capital management during the year.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash with high-credit quality financial institutions.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2024, the Company had a cash balance of $192,802 to settle current liabilities of $5,960,182. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does have a practice of trading derivatives.

26 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

15. RISK AND CAPITAL MANAGEMENT (continued)

Interest rate risk

The Company's financial assets exposed to interest rate risk consist of cash balances. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As at June 30, 2024, the Company did not have any investments in investment-grade short-term deposit certificates. All of the Company's debt has fixed interest rates.

Price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to significant other price risk.

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the U.S. dollar and the European Euro. However, the U.S., dollar transactions have a set exchange of $1US = $1.34 Canadian. During the period when the Company had transactions denominated in the European Euro, when compared to the Canadian dollar, the European Euro was virtually unchanged. As at June 30, 2024, the Company had approximately $54,400 in cash in European Euros and $756,900 of amounts payable in European Euros. As at June 30, 2024 and assuming all other variables remain constant, a 10% change in the foreign exchange rate of the European Euro would result in an increase or decrease in the Company's loss and comprehensive loss of approximately $70,250.

16. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The company had the following non-cash activities:

	2024	2023
	$	$
Special Warrants issued on acquisition of PanMetals	1,704,837	-
Debt incurred with the purchase of PanMetals
Promissory notes	2,241,597	-
Convertible debenture	3,350,000	-
Transaction costs included in accounts payable	32,310	-
Transfer of reserves on exercise of options	19,060	-
Fair value of finder's warrants	2,296	8,300
Share issuance costs included in accounts payable	96,608	5,286

27 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

17. INCOME TAXES

The Company's income tax provision differs from that which would be expected from applying the combined effective federal and provincial tax rate of 27% to the net loss before income taxes as follows:

	2024	2023
Loss for the year / period	$ (1,144,180)	$ (122,314)
Expected income tax recovery at statutory rate	(308,900)	(33,000)
Effect of the difference of foreign tax rates	24,200	-
Permanent difference	107,600	5,100
Timing difference	(36,300)	(12,800)
Change in deferred tax assets not recognized	213,400	40,700
Income tax recovery recognized	$ -	$ -

The Significant components of the Company's unrecorded deferred assets and liabilities are as follows:

Deferred tax assets	2024	2023
Non-capital loss carryforward	$ 115,700	$ 10,800
Deferred exploration expenses	101,000	18,500
Undepreciated capital cost	1,100	1,100
Share issue costs	36,300	10,300
Valuation allowance	(254,100)	(40,700)
Deferred tax assets recognized	$ -	$ -

The Company's Canadian non-capital carry forward balance will expire as follows: $40,000 in 2043 and $351,000 in 2044. The Company's Portuguese tax loss of $46,000 may be applied against future taxable income indefinitely.

28 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Consolidated Financial statements

(Stated in Canadian dollars)

For the year ended June 30, 2024 and

For the period from inception on January 12, 2023 to June 30, 2023

18. SEGMENT INFORMATION

The Company operates in one reportable segment being the exploration and evaluation on mineral properties. All of the Company's non-current assets are in Portugal.

19. SUBSEQUENT EVENTS

On July 29, 2024, the Company amended its debt agreements with Pan Iberia as follows:

Amending the Closing convertible debenture of $670,000 into an automatically converting debenture which automatically converts into common shares of the Company on Listing at the Listing Price and amends the maturity date and Listing deadline date to December 31, 2024, effective upon a prepayment of the "New Note" (see below) in the amount of $100,000 on or before September 18, 2024 (paid).
Replacing the two promissory notes owing to Pan Iberia with one new promissory note (the "New Note") combining the remaining principal and interest owing thereon, bearing interest at 10% per annum and payable on January 31, 2027 provided that:

a) $100,000 of the principal amount of the New Note is payable on the earlier of the date of Listing and December 31, 2024, and

b) the Company will prepay $800,000 of the principal amount of the New Note as a priority as soon as it has sufficient liquid funds to do so, excluding: (i) any financing received on or before Listing; (ii) any grants, advances or subsidies to ACM or its subsidiaries, and any financing in connection with ACM's intended pilot plant at its Vila Verde Tungsten Project; and (iii) any-post Listing equity financings, except for 20% of the net proceeds exceeding $400,000 of such financings.

The principal amount of the New Note as at August 28, 2024 would be $1,810,000 ($1,005,000 plus $1,005,000 minus $200,000) and interest would be $49,540 for a total debt of $1,859,540.

On September 17, 2024 the Company completed the acquisition of a 1% net smelter return royalty in respect of Borralha from the holders thereof for a purchase price of $300,000 USD satisfied as follows:

$40,200 in cash (paid prior to the year end and included in prepaid expenses).
$93,800 via two promissory notes payable, bearing interest at 5%, payable on demand on or after November 14, 2024.
$268,000 via three convertible debentures payable, bearing interest at 12%. The debt shall be automatically converted into common shares of the Company at the Listing Price per share prior to the Company's shares being listed on an exchange.

Subsequent to the year end, the Company issued 12,934,600 common shares for a value of $1,293,460.

29 | Page

SCHEDULE B

MD&A OF ALLIED CRITICAL METALS CORP. FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

(See attached)

Allied Critical Metals Corp.

Management's Discussion and Analysis

For the Year Ended June 30, 2024

(Stated in Canadian dollars)

Allied Critical Metals Corp.
Management's Discussion and Analysis

Introduction

This Management's Discussion & Analysis ("MD&A") was prepared as of October 24, 2024 to assist readers in understanding Allied Critical Metals Corp. (the "Company", "ACM", "we", or "us") financial performance for year ended June 30 2024. It should be read together with the annual financial statements for the period from the period of incorporation, January 12, 2023 to June 30 2023 and the notes contained therein (the "Financial Statements"). Results are reported in Canadian dollars, unless otherwise noted. The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Cautionary Note Regarding Forward-Looking Information

This MD&A includes certain forward-looking statements or information. All statements other than statements of historical fact included in this MD&A including statements relating to the potential mineralization or geological merits of the Company's mineral properties and the future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include among other things, statements regarding future commodity pricing, estimation of mineral reserves and resources, timing and amounts of estimated exploration expenditures and capital expenditures, costs and timing of the exploration and development of new deposits, success of exploration activities, permitting time lines, future currency exchange rates, requirements for additional capital, government regulation of mining operations, environmental risks, anticipated reclamation expenses, timing and possible outcome of pending litigation, timing and expected completion of property acquisitions or dispositions, and title disputes. They may also include statements with respect to the Company's mineral discoveries, plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information.

Forward-looking statements are predictions based upon current expectations and involve known and unknown risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company has no policy for updating forward-looking information beyond the procedures required under applicable securities laws.

Our Business

ACM is an exploration company incorporated on January 12, 2023, under the laws of the Province of Ontario, Canada. The Company's head office is at 1518 - 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6 and the registered office is located at Suite 1800, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T9.

ACM is a private company not listed on any exchange in Canada or elsewhere.

Acquisition of Pan Metals Unipessoal Lda and the Borralha Tungsten Project and the Vila Verde Tungsten Project (the "Tungsten Projects")

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Management's Discussion and Analysis

ACM Tungsten Unipessoal Lda as a wholly-owned Portuguese subsidiary incorporated under the laws of Portugal to acquire 100% of the equity capital of PanMetals. Pursuant to the Acquisition Agreement, ACM committed to complete a going public listing transaction (the "Listing"), such as by a reverse takeover, three-cornered amalgamation plan of arrangement or similar listing wherein ACM will become a wholly-owned subsidiary of a company (the "Resulting Issuer") having its common shares (the "RI Shares") listed ("Date of Listing") and posted for trading on a Canadian stock exchange. Pursuant to the Assignment Agreement and Acquisition Agreement, on April 29, 2024, ACM paid the following consideration to the Vendor and the Assignor as follows:

A) payment to Assignor:

(i) a 1% net smelter returns royalty (the "1% NSR") on all production from the Tungsten Projects, 50% of which may be repurchased by the royalty payor at any time after commencement of commercial production of the respective the Tungsten Projects at a cash purchase price equal to a 70% of the net present value of the 1% NSR based on a 7% discount factor; and

(ii) a 10% beneficial ownership in the Tungsten Projects, as a carried, non-participating interest that becomes a carried, participating interest upon commencement of commercial production at each of the respective Tungsten Projects which may each be acquired separately by ACM in consideration for payment equal to a 30% discount to the respective net present values using a discount factor of 7% paid 30% in cash and 70% in RI Shares based on the greater of the applicable discounted market price and the 20-day volume weighted average price for the 14 day period prior to completing the purchase of the respective beneficial ownership percentage, subject to the policies of the Canadian Securities Exchange (the "Exchange");

B) payment to Vendor:

(i) $500,000 USD (paid - as of June 30, 2023, the Company had paid the $500,000 USD deposit or $677,940);

(ii) $2,000,000 USD, of which $1,500,000 USD was paid by two promissory notes; (the "Secured Note" and the "Note") and $500,000 was paid by convertible debenture (the "Convertible Debenture");

(iii) 2,000,000 USD paid by way of a convertible debenture bearing interest at 12% (the "Closing Auto-Convert Debenture");

(iv) special common share purchase warrants of ACM (the "Borralha Special Warrants") issued to the Vendor on Closing and vesting on the later of (a) 12 months plus one day after Listing, and (b) publication by the Resulting Issuer of a technical report for Borralha prepared in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects ("NI 43-101") with a resource estimate (in any category) of at least 15,000 tonnes of tungsten oxide (WO3) exercisable within 5 years of Closing Date for no additional consideration into RI Shares equal to $1,000,000 USD (using an agreed $1.34 CAD/USD exchange rate) divided by the greater of the Listing Price and the closing market price one business day following public announcement of the resource estimate, subject to the policies of the Exchange; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between the Company and the Vendor (presently agreed to be December 31, 2024) the rights and obligations of the Borralha Special Warrants shall become null and void and the $1,340,000 face value of the Borralha Special Warrants shall be due to the Vendor under a promissory note without interest with a maturity date of April 29, 2029; and

(v) special common share purchase warrants of ACM (the "Vila Verde Special Warrants") issued to the Vendor on closing and vesting on the later of (a) 36 month plus one day after Listing

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Management's Discussion and Analysis

and (b) the date that PanMetals is issued a Mining Exploitation License"("VV License") for commercial production of tungsten at economically viable levels from Vila Verde exercisable within 5 years of Closing for no additional consideration into RI Shares equal to $2,000,000 USD (using the fixed exchange rate of $1.34) divided by the greater of: (1) two times (2x) the Listing price; and (2) the closing market price on business day following the public announcement of the VV License, subject to the policies of the Exchange, and the convertible debenture, Payments Shares, Borralha Special Warrants and Vila Verde Special Warrants shall be subject to restrictions preventing the Vendor from owning 20% or mor of the RI Shares unless determined otherwise by the RI and subject to the policies of the Exchange; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between the Company and the Vendor (presently agreed to be December 31, 2024) the rights and obligations of the Vila Verde Special Warrants shall become null and void and the $2,680,000 face value of the Vila Verde Special Warrants shall be due to the Vendor under a promissory note without interest with a maturity date of April 29, 2029.

Pursuant to the Acquisition Agreement, on closing of the Acquisition on April 29, 2024, ACM also:

B) reimbursed the Vendor €125,000 for payment of license fees in respect of Borralha and paid for exploration expenses of €877,440 incurred since February 14, 2023 satisfied by way of a convertible debenture in the principal amount of $851,250 which automatically converts into RI Shares on Listing at the Listing price (the "Listing Price") per RI Share at Listing; and reimbursed Mineralia for €125,000 in license fees paid for Borralha which was satisfied by payment of a promissory note in the amount of $106,475.50, which reflects $74,600 previously paid in cash; and

C) agreed to acquire a 1% net smelter return royalty in respect of Borralha from the holders thereof for a purchase price of $300,000 USD satisfied by $100,000 USD cash and $200,000 USD in ACM shares at a price equal to the listing price using the fixed exchange rate of $1.34; and a cash payment of $40,200 was paid to one of the holders, and on September 17, 2024 the Company completed the acquisition of the royalty by: (i) paying promissory notes totaling $93,800 to the other royalty holders in satisfaction of the cash requirement; and (ii) issuing three convertible debentures in the aggregate principal amount of $268,000 which automatically convert into RI Shares on Listing at the Listing Price (see "Subsequent Evets" below).

The Tungsten Projects

The Borralha Tungsten Project

Property Description, Location and Access

The Borralha Property surrounds the past productive Borralha tungsten and tin mine that is situated approximately 3 kilometres south of the Venda Nova Dam, 40 kilometres east of the city of Braga, or 100 kilometres northeast from the Francisco Sá Carneiro airport in the major city of Porto. It is owned beneficially in trust for PanMetals Unipessoal Lda. ("PanMetals") by Mineralia-Minas, Geotecnia e Construcoes Lda.

ACM owns 90% of the Borralha Property beneficially through PanMetals a wholly-owned subsidiary of ACM. PanMetals holds beneficial title to the Borralha Property, which is licensed in the name of Mineralia beneficially in trust for PanMetals pursuant to an agreement dated effective April 29, 2024 (the "Property

Allied Critical Metals Corp.
Management's Discussion and Analysis

Agreement"), and Minerália holds the Borralha Property through a Mining Licence (C-167) granted by the DGEG of the Government of Portugal. Under the Property Agreement, Minerália holds title of the Borralha Property beneficially in trust for PanMetals and has agreed to transfer the legal registration of the Mining License to PanMetals by paying a final €125,000 licencing payment and committing to continue further exploration work on the Borralha Property. The Mining Licence is issued with the proviso that full scale mining will commence within a 5-year period commencing October 28, 2021 to October 28, 2026. Prior to full scale mining, a Definitive Feasibility Study ("DFS") and Environmental Impact Study ("EIS") needs to be completed to the satisfaction of the DGEG, but in the interim further exploration and pilot mining of up to 150,000 tonnes per annum is permitted. The terms of the Mining Licence include a 3% production royalty payable to the Government of Portugal.

The remaining 10% of Borralha Property (the "Retained 10% Interest") is held by Dalmington Investments Lta. ("Dalmington") which also holds a 1% net smelter returns royalty (the "Retained 1% NSR") in respect of all production from the Tungsten Projects, wherein 50% of the Retained 1% NSR may be purchased from Dalmington on or after production has commenced at both the Tungsten Projects for a purchase price payable in cash and equal to 70% of the net present value of the royalty based on a 7% discount factor and the most current published feasibility studies for the Tungsten Projects. The Retained 10% Interest in respect of the Borralha Tungsten Project and the Vila Verde Tungsten Project may also each be purchased separately by ACM upon commencement of large scale economic commercial production at the respective Tungsten Project.

History

Exploration

No exploration work was carried out on the property from 1983 until Blackheath Resources Inc. optioned the property in 2011 from Minerália who then continued working on the project as the exploration contractor. Minerália collected available historical geological maps and old mining plans then digitized them. This work identified two exploration targets worthy of immediate interest, the under-exploited sub-horizontal veins north of Borralha River and the SHB south of the river. Minerália's early field work included surveying, geological mapping, establishment of a survey grid and soil geochemical sampling.

In 2012 Blackheath Resources excavated nine trenches across the SHB and collected channel samples at 5-metre intervals. This work was followed by the drilling of thirteen diamond drill holes, totalling 1,917.55 metres of mostly HQ-size. In 2013 two drill holes tested the sub-horizontal veins on the north side of Borralha River, and later in 2014 and 2017 eleven drill holes tested the mineralization of the SHB.

In 2023-24 ACM contracted Minerália to carry out re-analyses of the historical drill hole pulps, supervise a metallurgical testing program, and manage a drilling program that was comprised of 2 P-size diamond drill holes and 13 reverse circulation drill holes, totalling 3,685.4 metres.

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Management's Discussion and Analysis

The Vila Verde Tungsten Project

Property Description, Location and Access

Vila Verde is at an earlier stage of development than the Borralha Project. It is comprised of several old mining workings including the Vale das Gata Mine, which was the third largest mine in Portugal until its closure in 1986.

The mineral exploration rights for Vila Verde covering an area of 1,400 hectares are in the process of being granted by the DGEG and transferred from Mineralia to Pan Metals, further to a research and prospecting agreement with registry number MN/PP/014/13 entered into between DGEG and Mineralia on July 22, 2013 which although expired will be converted into a mineral license under a concession agreement similar to the Borralha License (the "Vila Verde License"). The Vila Verde License is pending presentation of financial guarantees for approximately €250,000 and a corresponding work program. The Vila Verde License will permit pilot mining of up to 150,000 tonnes per year and exploration on the Property. Within 5 years of the transfer and conversion of the Vila Verde License, an application to convert the license into an exploitation license by submitting to the DGEG a DFS and EIA in respect of Vila Verde.

The Company plans to develop Vila Verde once the Borralha Project is in production.

Acquisition of Pan Metals

The following summarized the purchase price allocation:

Consideration Issued
Transaction Costs	$ 32,310
Cash Consideration
Cash deposit of US$500,000	677,940
Payment for exploration expenditures	1,266,851
Payment on licenses	74,600
	2,019,391
Debt issued
Promissory notes	2,241,597
Convertible debentures	3,350,000
	5,591,597
Special Warrants	1,704,837
Total Consideration Issued	$ 9,348,135
Net identifiable assets (liabilities) acquired
Cash	$ 118,162
VAT	111,003
Cash held on deposit	175,632
Accounts payable	(1,425,090)
Total net identifiable liability	$(1,020,293)

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Allied Critical Metals Corp.

Management's Discussion and Analysis

The resulting exploration and evaluation assets are summarized as follows:

	Borralha	Vila Verde	Total
Balance, June 30, 2023	$ -	$ -	$ -
Additions	4,033,324	6,335,104	10,368,428
Balance, June 30, 2024	$ 4,033,324	$ 6,335,104	$ 10,368,428

Borralha Project

In connection with the acquisition of PanMetals Unipessoal Lda, the Company acquired a 90% interest in the Borralha Project located Portugal with the right to acquire the remaining 10%. The Borralha Project is a tungsten mineral project located in northern Portugal. (See "Our Business" above.)

Vila Verde Project

In connection with the acquisition of PanMetals Unipessoal Lda, the Company acquired a 90% interest in the Vila Verde Project located Portugal with the right to acquire the remaining 10%. The Vila Verde Project is a tungsten mineral project located in northern Portugal. (See "Our Business" above.)

Exploration expenditures incurred to June 30, 2024

	Exploration Expenditures Year Ended June 30, 2024	Total cumulative Expenditures to June 30, 2024
Borralha Property
Project management	$ 158,879	$ 158,879
Geological	82,686	82,686
Hydrogeology	66,240	66,240
Metallurgy	14,198	14,198
Vehicle rental	7,140	7,140
Drilling	3,367	3,367
Total	332,510	332,510
Vila Verde Project
Project management	17,564	17,564
Sample analysis	4,132	4,132
Geological	2,325	2,325
Total Vila Verde	24,021	24,021
Total exploration expenditures	$ 356,531	$ 356,531

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Management's Discussion and Analysis

Corporate and General Matters

From the outset, the Company has had two directors who are also executive officers, Chief Executive Officer ("CEO") Roy Bonnell and Corporate Secretary Andrew Lee. Mr. Bonnell is a corporate entrepreneurial businessman who has founded and held executive roles as chairman, CEO and directorships of numerous capital, exploration and technology companies over the past 25 years. He is currently the Chairman and Director of Thesis Gold Inc., a company with a gold property in BC, Canada. Mr Bonnell is a member of the Law Society of Upper Canada and holds a BA (Honours) from Quen's University, an M.Sc. In Accounting and Finance from the London School of Economics, an M.B.A from McGill University, and a law Degree from the University of Western Ontario.

Mr. Lee has been working with public mineral exploration companies for the past 15 years. He has served as a director or officer of publicly listed resource companies with projects globally including a gold project in Ecuador and a phosphate project in Guinea-Bissau, West Africa. More recently he has been the managing director of York Harbour Metals Inc., a company with a Cu-Zn property in Newfoundland, Canada. Currently is a director and CEO of DeepRock Minerals Corp., a company with property in Quebec and New Brunswick, Canada.

The third executive officer is Keith Margetson, CPA, CA, CPA (Illinois), who is the Company's Chief Financial Officer. He has over four dees in public accounting, serving as both an auditor and as an officer in private and public companies. He qualified as a Canadian CPA in 1975 and a US CPA in 2003. He has had his own firm since 1992.

Selected Annual Information

The following financial data, which has been prepared in accordance with IFRS, is derived from the Company's financial statements. These sums are being reported in Canadian dollars and did not change as a result of the adoption of policies concerning Financial Instruments.

	June 30, 2024	June 30, 2023
	$	$
Total Revenue	-	-
Expenses	1,011,022	123,088
Net loss	(1,144,180)	(122,314)
Total assets	11,001,402	968,188
Total long-term liabilities	3,400,368	-
Net loss per share (basic and diluted)	(0.04)	(0.01)

During the year ended June 30, 2024, the Company incurred a loss of $1,144,180 as compared to a loss of $122,314 for the prior year, representing an increase of $1,021,866. The largest expense in 2024 was share-based compensation - $377,998 compared to $19,060 in the previous year. The major reason for the increase involves how the item is valued, which is by use of the Black Scholes pricing model. In that model, one decisive input is the value of the shares at grant – which was $0.10 in 2024 compared to $0.005 in 2023. This was the major reason for the increase as most of the other inputs were very similar in both years.

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Management's Discussion and Analysis

period when PanMetals expenses were included in the Company's operating statement. Project investigation costs, $27,195 in 2024 and $68,560 in 2023, were expenditures made gathering and reviewing data made prior to purchase of PanMetals. Other costs were management fees of $24,000 ($12,500 in 2023 and general and administrative expenses of $33,850 in 2024 compared to $710 in 2023.

The Company also incurred financing fees associated with the PanMetals purchase. Interest of $113,779 was accrued on promissory notes and convertible debentures issued and loss on warranty liability revaluation of $20,531 was charged on the special warranty liability.

During the period from Inception on January 12, 2023 to June 30, 2023, the Company incurred a loss of $122,314. The major expense was project investigation costs, incurred to review the various geological and technical reports that were prepared. Other expenses were share-based compensation, reflecting the calculated cost of granting 5,000,000 share options, $17,158 in legal and audit fees, $12,500 in management fees, $5,100 in consulting expenses and $710 in miscellaneous general and administrative expenses. There was $774 in interest income, earned from funds on deposit.

Summary of Quarterly Results

The following table summarizes the results of operation for the eight recent quarters. Note that the Company did not start active operations until April 2023 and accordingly the quarter ended June 30, 2024 is the only quarter for the period ended June 30, 2024:

	June 30, 2024 $	Three months ended March 31, 2024 $	Dec 31, 2024 $	Sept 30, 2024 $
Expenses	824,754	79,679	51,770	54,819
Net loss	(958,802)	(79,679)	(50,880)	(54,819)
Total assets	11,001,402	1,141,789	1,129,295	878,816
Net loss per share and diluted loss per share	(0.04)	(0.00)	(0.00)	(0.00)
	Three months ended June 30, 2023 $
Expenses (recovery)	123,088
Net income (loss)	(122,314)
Total assets	968,188
Net loss per share and diluted loss per share	(0.01)

During the three months ended June 30, 2024, the Company reported a net loss of $958,802 as compared to a net loss of $79,679 for the previous quarter. The major difference was due to the cost of the purchase of PanMetals and the inclusion of PanMetals expenses since purchase. There were $113,779 in interest and 20,531 in special warrant liability revaluation loss as a result of the debt incurred with the share purchase of PanMetals and there were PanMetals expenses of exploration and evaluation of $356,531 and wages of $41,112. Otherwise, share-based compensation of $377,998 granted on April 12, 2024, professional fees of $24,658 and general and administrative expenses of $20,630 were major expenditures during the quarter.

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Allied Critical Metals Corp.
Management's Discussion and Analysis

During the three months ended March 31, 2024, the Company reported a net loss of $79,679 compared to a loss of $50,880 for the previous quarter. Consulting fees of $45,500 was the main reason for the increase. Other expenses were professional fees of $18,679 and project investigation costs of $9,300.

During the three months ended December 31, 2023, the Company reported a net loss of $50,880 compared to a loss of $54,819 for the previous quarter. During this quarter, the Company was billed audit fees for 2023, which were significantly more than the accrual at June 30, 2023. Total professional fees were $38,000. Other costs were management fees of $7,000 and project investigation charges of $6,570.

During the three months ended September 30, 2023, the Company reported a net loss of $54,819. The major expenses were consulting fees of $16,000, project investigation costs of $10,500, professional fees of $7,500 management fees of $8,000 and general and administrative costs of $12,819.

During the three months ended June 30, 2023, the Company reported a net loss of $122,314. The major expense was project investigation costs, incurred to review the various geological and technical reports that were prepared. Other expenses were share-based compensation, reflecting the calculated cost of granting 5,000,000 share options, $17,158 in legal and audit fees, $12,500 in management fees, $5,100 in consulting expenses and $710 in miscellaneous general and administrative expenses. There was $774 in interest income, earned from funds on deposit.

Results of Operations

The net loss was $1,144,180 for the year ended June 30, 2024, as compared to the loss of $122,314 for the period from inception, January 12, 2023 to June 30, 2023. One of the major differences between the operations for the 2024 year was the inclusion of PanMetals operations for the period of ownership, April 29, 2024 to June 30, 2024. As noted earlier, these costs included exploration and evaluation expenses of $356,531, wages of $41,112 interest of $113,779 and the loss on special warrant liability revaluation of $20,531.

Share based compensation was $377,998 as compared to $19,060 in the previous year. Professional fees were $88,837 in 2024 compared to $17,158 in 2023. The reasons for the increases in those accounts were described earlier in this report.

Consulting fees were $56,400 greater in the current year as the expenses were $61,500 in 2024 compared to $5,100 in 2023. The increase related to special marketing expenses incurred to raise interest in the Company.

Project investigation costs were less in the current year due to the timing of reviewing data to determine the commercial viability of the project. The costs were $27,195 in 2024 compared to $68,560 in 2023.

Management fees were $24,000 in 2024 and $12,500 in 2023, reflecting the longer period of operation in 2024 and the different function that management performed.

Finally, general and administrative expenses were $33,850 compared to $710 in 2023.

Liquidity, Financial Position and Capital Resources

The Company has not generated revenue from operations. The Company incurred a net loss of $1,144,180 for the year ended June 30, 2024 and as of that date the Company's accumulated deficit was $1,266,494. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financial resources to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in

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Management's Discussion and Analysis

the past, there is no assurance it will be able to do so in the future. These factors comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

As at June 30, 2024, the Company had a working capital deficit of $5,503,086, (working capital of $179,173 in 2023). The current assets consisted of cash in the amount of $192,802 ($281,158 in 2023), GST and VAT receivable of $209,089, ($5,090 in 2023) and prepaid expenses of $55,175 ($4,000 in 2023). Current liabilities total $5,960,152 in 2024 ($111,075 in 2023). There was no long term debt in 2023, but in 2024 the long term debt was $3,400,368.

The Company believes that the current capital resources are not sufficient to pay overhead expenses and to successfully carry out its business plan for exploration of the Borralha and Vila Verden properties. Furthermore, the Company is not expected to generate cash from its operations in the foreseeable future. As a result, the Company will have to rely on the issuance of shares, shares for debt, loans and related party loans to fund ongoing operations and investments. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects. Accounts payable and accrued charges were $1,178,526 in 2024 ($111,075 in 2023). New liabilities in the current year included the following: (1) promissory notes payable of $2,141,597 of which $1,136,597 were current; (2) debentures payable of $4,201,250 of which $3,531,250 were current; (3) interest on those debts of $113,779 and finally (4) special warrant liability of $1,725,368. The latter is recorded in recognition of the liability to issue promissory notes to the vendors, should the Company fail to be listed. The amount is calculated on estimated probability of reaching milestones and discounted cash flows should the milestones not be met.

During the year ended June 30, 2024, the Company issued the following shares for private placements at $0.10 per share:

On February 16, 2024, the company issued 4,478,000 for gross proceeds of $447,800.
On April 19, 2024, the company issued 1,670,500 shares for gross proceeds of $167,050.
On April 29, 2024, the Company issued 250,000 shares for gross proceeds of $25,000.
On May 6, 2024, the Company issued 100,000 shares for gross proceeds of $10,000.
On May 17, 2024, the company issued 1,800,000 for gross proceeds of $180,000.
On June 12, 2024, the company issued 3,750,000 for gross proceeds of $375,000.
On June 14, 2024, the company issued 100,000 for gross proceeds of $10,000.
On June 21, 2024, the company issued 500,000 for gross proceeds of $50,000.

On January 12, 2024, 2,000,000 shares were purchased through the exercise of options for proceeds of $10,000, and on January 25, 2024, 3,000,000 shares were purchased through the exercise of options for proceeds of $15,000.

On April 29, 2024, 300,000 shares valued at $0.10 were issued for services rendered by a third party consultant.

Transactions with Related Parties

The Company considers its Chief Executive Officer ("CEO") President, Chief Operations Officer ("COO"), and Chief Financial Officer ("CFO") and its two directors to be key management personnel.

During the year ended June 30, 2024, $24,000 was accrued or paid for management fees to the CFO, Keith Margetson. Of this amount $14,700 is unpaid and included in accounts payable as at June 30, 2024 (2023 - $nil). In 2024, Margetson was granted stock options valued at $3,897.

For the period ended June 30, 2023, $12,500 (2024 - $nil) was paid for management fees to the CEO Roy Bonnell. He was granted stock options valued at $58,453 in 2024. At as June 30, 2024, Bonnell had

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Management's Discussion and Analysis

advanced the Company $87,000. The account is non-interest bearing, due on demand and included in accounts payable.

During May and June 2024, the period during which PanMetals was owned by ACM, each of Mineralia and GMR Consultores Lda., which are owned or controlled by the Joao Barros, President and Chief Operating Officer ("COO") of the Company, received payment for their respective fees and expenses in respect of services provided by them to PanMetals – Mineralia ($211,666 fees and $249,851 for other exploration expenses) and GMR Consultores Lda. ($17,591 in fees). Barros was also granted stock options valued at $58,453.

On March 19, 2024, the Company signed an agreement with DeepRock Minerals inc., ("Deep") a related party as Andrew Lee is a director of both and Keith Margetson is the CFO of both. Under the agreement, Deep would earn a 10% joint venture earn-in interest in a pilot plant to be located near the two tungsten properties in Portugal. The 10% interest in the joint venture would entitle Deep to receive the greater of 10% of the net profits for the sale of tungsten concentrate produced from the pilot land and $500,000 per year for a term of 10 years. In order to earn the 10% interest, Deep must pay ACM $1,000,000 by April 30, 2024, and pay the first $200,000 by March 31, 2024. Should Deep not complete the payment of the full purchase price by April 30, 2024, any payments would automatically convert into common shares of the Company at a price of $0.10 per share. As of April 30, 2024, Deep had paid $122,000 and, as the terms of the contract were not met, $100,000 is to be converted into shares and the balance of $22,000 will be returned to Deeprock. The $100,000 has been included in Subscriptions received as the shares were not issued prior to June 30, 2024. The balance is included in related party debt. Andrew Lee received stock options valued at $58,453.

The above transactions were in the normal course of operations and are measured at the agreed amounts, which is the amount of consideration established and agreed to by the related parties.

Off-Balance Sheet Arrangement

The Company has no off-Balance Sheet arrangements.

Proposed Transactions

N/A

Subsequent Events

On July 29, 2024 the Company amended its debt agreements with Pan Iberia as follows:

Amending the Closing convertible debenture of $670,000 into an automatically converting debenture which automatically converts into common shares of the Company on listing at the listing price and amends the maturity date and listing deadline date to December 31, 2024, effective upon a prepayment of the "New Note" (see below) in the amount of $100,000 on or before September 18, 2024 (paid).
Replacing the two promissory notes owing to Pan Iberia with one new promissory note (the "New Note") combining the remaining principal and interest owing thereon, bearing interest at 10% per annum and payable on January 31, 2027 provided that:

a) $100,000 of the principal amount of the New Note is payable on the earlier of the date of listing and December 31, 2024, and

Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

b) the Company will prepay $800,000 of the principal amount of the New Note as a priority as soon as it has sufficient liquid funds to do so, excluding: (i) any financing received on or before listing; (ii) any grants, advances or subsidies to ACM or its subsidiaries, and any financing in connection with ACM's intended pilot plant at its Vila Verde Tungsten Project; and (iii) any-post listing equity financings, except for 20% of the net proceeds exceeding $400,000 of such financings.

The principal amount of the New Note as at August 28, 2024 would be $1,810,000 ($1,005,000 plus $1,005,000 minus $200,000) and interest would be $49,540 for a total debt of $1,859,540.

On September 17, 2024 the Company completed the acquisition a 1% net smelter return royalty in respect of Borralha from the holders thereof for a purchase price of $300,000 USD satisfied as follows:

$40,200 in cash (paid prior to the year end and included in prepaid expenses).
$93,800 via two promissory notes payable, bearing interest at 5%, payable on demand on or after November 14, 2024.
$268,000 via three convertible debentures payable, bearing interest at 12%. The debt shall be automatically converted into common shares of the Company at the listing price per share prior to the Company's shares being listed on an exchange.

Subsequent to the year end, the Company issued 12,934,600 common shares for a value of $1,293,460.

Critical Accounting Estimates

Significant Estimates and Assumptions

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the revision affects both current and future periods. Assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting year, relate to:

(i) Going concern

The assessment of the Company's ability to execute its strategy by funding future working capital involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstance. There is material uncertainty regarding the Company's ability to continue as a going concern. The Company's principal source of cash is private placements. The Company is dependent on raising funds in order to have sufficient capital to be able to identify, evaluate and then acquire an interest in assets or a business.

(ii) Determination of functional currency

The Functional currency for each of the Company and its subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of the Company is the Canadian dollar and for the subsidiaries, it is the European Euro. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

13 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

(iii) Impairment of Exploration and evaluation assets

(v) Fair value of Special Warrants

There are events that must happen in order for the Special Warrants to vest and the Company must use its judgment to determine the likelihood of those events occurring. The Company must consider if these events are more likely or less than likely to occur and if more likely, assign a probability to that event. In its determination, the Company has concluded that it is more likely that the Borralha Special Warrants will vest, while it is less than likely that the vesting events for the Vile Verde project will not be met and, accordingly, those Special Warrants will not be valued. Changes in the likelihood of these events occurring will affect the value of the cost of the Company's exploration and evaluation assets.

(vi) The recoverability and measurement of deferred tax assets and liabilities

(v) Share-based compensation

Share-based compensation in the form of Finder's Warrants, issued to third parties for services and options, issued to management and consultants, have been valued using the Black-Scholes-pricing model. Some of the inputs are subjective, including the expected volatility of the price of the Company's common shares, the expected term of the option, expected dividend yield, and expected forfeiture rates. These estimates involve inherent uncertainties and are based on management judgment.

Changes in Accounting Policies

The Company adopted IAS 1 effectively on January 12, 2023. This standard clarifies how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances. The adoption of this new standard did not impact the Company's financial statements.

Financial Instruments and Other Instruments

The Company's financial instruments consist of cash and accounts payable and accrued liabilities.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

14 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2024, the Company had a cash balance of $192,802 to settle current, liabilities of $5,960,152. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have a practice of trading derivatives.

Interest rate risk

Price risk

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the U.S. dollar and the European Euro. However, the :U.S., dollar transactions have a set exchange of $1U = $1.34 Canadian. During the period when the Company had transactions denominated in the European Euro, when compared to the Canadian dollar, European Euro was virtually unchanged. As at June 30, 2024, the Company had approximately $54,400 in cash in European Euros and $756,900 of payables in European Euros. As at June 30, 2024 and assuming all other variables remain constant, a 10% change in the foreign exchange rate of the European Euro would result in an increase or decrease in the Company's loss and comprehensive loss of approximately $70,250.

Business Risks

An investment in securities of the Company involves a high degree of risk and must be considered highly speculative due to the nature of the Company's business and the present stage of exploration and development of its mineral properties. In addition to information set out or incorporated by reference in this MD&A, prospective investors should carefully consider the risk factors set out below. Any one risk factor could materially affect the Company's financial condition and future operating results and could cause actual events to differ materially from those described in forward looking statements relating to the Company.

No Operating History

15 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

The Company was incorporated on January 12, 2023 and has not commenced commercial operations. The Company has no history of earnings or paid any cash dividends, and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future.

Exploration and Mining Risks

Resource exploration and development and mining operations are highly speculative and characterized by a number of significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but from finding mineral deposits which, though present, are insufficient in quantity and quality to be mined profitability. Few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development programs will result in any discoveries of bodies of commercial mineralization. There is also no assurance that even if commercial quantities of mineralization are discovered, a mineral property will be brought into commercial production. The Company will continue to rely upon the advice and work of consultants and others for exploration, development, construction, and operating expertise.

Substantial expenditures are required to establish and upgrade mineral resources, to establish mineral reserves, to develop metallurgical processes to extract metals from mineral resources and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that the funds required for development can be obtained on a timely basis. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size and grade; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Unsuccessful exploration and development programs could have a material adverse impact on the Company's operations and financial condition.

Factors beyond the Company's Control

The mining exploration business is subject to a number of factors beyond the Company's control including changes in economic conditions, intense industry competition, variability in operating costs, changes in government and in rules and regulations of various regulatory authorities. An adverse change in any one of such factors would have a material adverse effect on the Company, its business and results of operations which might result in the Company not identifying a body of economic mineralization, completing the development of a mine according to specifications in a timely, cost-effective manner or successfully developing mining activities on a profitable basis.

Reliance on Independent Contractors

The Company's success depends to an extent on the performance and continued service of certain independent contractors. The Company has contracted the services of professional drillers and others for exploration, environmental, engineering, and other services. Poor performance by such contractors or the loss of such services could have a material and adverse effect on the Company, its business and results of operations and result in the Company failing to meet its business objectives.

Additional Funding Required

Allied Critical Metals Corp.
Management's Discussion and Analysis

results of operations and financial condition or result in the substantial dilution of its interests in its properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company. If the Company was required to arrange for debt financing it could be exposed to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that the Company will be successful in overcoming these risks or any other problems encountered in connection with such financings. Failure to raise capital when needed would have a material adverse effect on the Company's business, financial condition, and results of operations.

The Company has and will continue to have negative operating cash flow until its mineral property commence commercial production should exploration and development efforts demonstrate that commercial production from such mineral properties is feasible.

Going Concern

The Company has not generated revenue from operations. The Company incurred a net loss of $1,144,180 for the year ended June 30, 2024 and as of that date the Company had a working capital deficit of $5,503,086 and accumulated deficit of $1,266,494. However, it should be noted that the Convertible debentures in the amount of $4,201,250 automatically convert into common shares of the Company upon completion of its contemplated going public listing transaction, which would reduce the working capital deficit accordingly. In addition, the Company has entered into a debt amendment agreement dated July 29, 2024 which shifted the current promissory note in the amount of $905,000 into long-term debt, and subsequent to the year-end, the Company also issued 12,934,600 common shares for value of $1,293,460 which further reduces and addresses the working capital deficit (see "Subsequent Events" below). As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financial resources to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These factors comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

Market Price of Common Shares

In eventuality that ACM becomes a listed entity, the trading price of the common shares is likely to be significantly affected by short term changes in mineral prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Company's performance that may have an effect on the price of the common shares include the following: the extent of analytical coverage available to investors concerning the Company's business; the lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of common shares; and the price of the common shares and size of the Company's public float may limit the ability of some institutions to invest in the Company's securities.

As a result of any of these factors, the market price of the common shares at any given point in time may not accurately reflect the Company's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Dilution to Common Shares

17 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

in the market price of the common shares. The Company's ability to obtain additional financing during the period such rights are outstanding may be adversely affected and the existence of the rights may have an adverse effect on the price of the common shares. The holders of common share purchase warrants, options and other rights of the Company may exercise such securities at a time when the Company would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the outstanding rights.

The increase in the number of common shares in the market and the possibility of sales of such shares may have a depressive effect on the price of the common shares. In addition, as a result of such additional common shares, the voting power of the Company's existing shareholders will be diluted.

Future Sales of Common Shares by Existing Shareholders

Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company's ability to raise capital through future sales of common shares.

Future Profits or Losses and Production Revenues and Expenses

There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company's operating expenses and capital expenditures may increase in subsequent years as required consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company's properties and any other properties that the Company may acquire are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners and the Company's acquisition of additional properties, in addition to other factors, many of which are beyond the Company's control.

The Company expects to incur expenditures and losses unless and until such time as the Company's properties are acquired or achieve a sufficient level of commercial production and revenues to fund continuing operations. The development of the Company's properties will require the commitment of substantial resources to conduct the time-consuming exploration and development of properties. There can be no assurance that the Company will generate any revenues or achieve profitability, nor can there be any assurance that the underlying assumed levels of expenses will prove to be accurate.

Labor and Employment Matters

While the Company has good relations with its contractors and employees, its operations are dependent upon the efforts of its contractors and employees. In addition, relations between the Company and its contractors and employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in jurisdictions the Company carries on business. Changes in such legislation or in the relationship between the Company and its employees may have a material adverse effect on the Company's operations and financial condition.

Conflicts of Interest

Certain directors and officers of the Company are also directors or officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing, and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter.

18 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Directors and officers with conflicts of interests will be subject to, and will follow the procedures set out in, applicable corporate and securities legislation. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

These risk factors could materially affect the Company's future results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Financial and Disclosure Controls and Procedures

During the year ended June 30, 2024, there has been no significant change in the Company's internal control over financial reporting since last year.

The management of the Company is responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. Management is also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company's annual financial statements for the year ended June 30, 2024.

Outstanding Share Data

Authorized: Unlimited common shares without par value

Issued and Outstanding:

	Number of Shares
Balance as at June 30, 2024	41,896,300
	Number of Shares
Balance as at the Date of MD&A	54,830,900

Agent's Warrants:

As at the date of the MD&A, the Company had 197,400 warrants that could be converted into shares at $0.10 per share. The warrants expire as follows: Expiring February 16, 2025 – 38,400 warrants; expiring May 15, 2025 – 159,000 warrants.

Special Warrants:

As at June 30, 2024, the Company had the following special warrants issued and outstanding but not yet vested:

(a) Borralha Special Warrants having a face value of $1,340,000, which upon vesting within 5 years of April 29, 2024 for no additional consideration into RI Shares equal to $1,000,000 USD (using an agreed $1.34 /USD exchange rate) divided by the greater of the Listing Price and the closing market price one business day following; and

(b) Vila Verde Special Warrants with a face value of $2,680,000, which upon vesting within 5 years of April 29, 2024 convert for no additional consideration into RI Shares equal to $2,000,000 USD (using the fixed exchange rate of $1.34) divided by the greater of: (1) two times (2x) the Listing price; and (2) the closing market price on business day following vesting.

19 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

(See "Our Business" as to vesting conditions and terms of the Borralha Special Warrants and the Vila Verde Special Warrants, above.)

Stock Options:

As at the date of the MD&A, the Company had 4,850,000 options outstanding, each allowing the holder to purchase one common share at $0.10 expiring April 12, 2029.

This MD&A has been approved by the Board effective October 24, 2024.

"Andrew Lee"
Director

"Roy Bonnell"
Director, CFO

20 | Page

SCHEDULE C

FINANCIAL STATEMENTS OF ALLIED CRITICAL METALS CORP.

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024

(See attached)

ALLIED CRITICAL METALS CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended December 31, 2024 and 2023

(Stated in Canadian Dollars)

(Unaudited)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

March 18, 2025

Allied Critical Metals Corp.
595 Burrard Street
Vancouver, BC
V7X 1S8

Attention: Board of Directors

Dear Sirs / Mesdames:

In accordance with our engagement letter dated February 25, 2025, we have performed a review of the condensed interim consolidated financial statements of Allied Critical Metals Corp. (the "Company"), consisting of the condensed interim consolidated statements of:

financial position as at December 31, 2024;
financial position as at June 30, 2024;
income (loss) and comprehensive income (loss) for the three and six month periods ended December 31, 2024 and 2023;
changes in shareholders' equity for the six month periods ended December 31, 2024 and 2023;
cash flows for the six month periods ended December 31, 2024 and 2023; and
notes to the condensed interim consolidated financial statements, including material accounting policy information.

These condensed interim consolidated financial statements are the responsibility of the Company's management.

We performed our interim review in accordance with Canadian generally accepted standards for a review of interim financial statements by an entity's auditor. An interim review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements. Accordingly, we do not express such an opinion. An interim review does not provide assurance that we would become aware of any or all significant matters that might be identified in an audit.

Based on our interim review, we are not aware of any material modification that needs to be made for these interim consolidated financial statements to be in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

Page 2...

This report is solely for the use of the board of directors of the Company to assist it in discharging its regulatory obligation to review these condensed interim consolidated financial statements and should not be used for any other purpose. Any use that a third party makes of this report, or any reliance or decisions made based on it, are the responsibility of such third party. We accept no responsibility for loss or damages suffered, if any, by any third party as a result of decisions made or actions taken based on this report.

Yours very truly,

Davidson & Company LLP

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

ALLIED CRITICAL METALS CORP.
Condensed Interim Consolidated Statements of Financial Position
(Stated in Canadian dollars)
(Unaudited)

As at	December 31, 2024	June 30, 2024
Assets
Current assets:
Cash	$ 145,712	$ 192,802
GST and VAT receivable	162,508	209,089
Prepaid expenses	219,583	55,175
Total current assets	527,803	457,066
Cash held on deposit (Note 4)	179,136	175,908
Exploration and evaluation assets (Note 5)	10,773,434	10,368,428
Total assets	$ 11,480,373	$ 11,001,402

Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable and accrued liabilities (Notes 6 and 13)	$ 1,137,020	$ 1,178,526
Accrued interest (Notes 7 and 8)	405,376	113,779
Promissory notes (Note 7)	325,397	1,136,597
Convertible debentures (Note 8)	4,469,250	3,531,250
Total current liabilities	6,337,043	5,960,152
Promissory note payable (Note 7)	1,859,540	1,005,000
Convertible debentures (Note 8)	-	670,000
Special warrant liability (Note 9)	968,474	1,725,368
Total liabilities	9,165,057	9,360,520
Shareholders' equity:
Share capital (Note 10)	3,403,413	2,128,659
Share subscriptions (Note 10)	65,700	392,500
Reserves (Notes 11 and 12)	388,594	388,594
Other accumulated comprehensive loss	(16,206)	(2,377)
Accumulated deficit	(1,526,185)	(1,266,494)
Total shareholder's equity	2,315,316	1,640,882
Total liabilities and shareholder's equity	$ 11,480,373	$ 11,001,402

Nature of operations and continuance of business (Note 1)
Subsequent events (Note 18)

Approved by:

"Roy Bonnell"
Roy Bonnell, Director

"Andrew Lee"
Andrew Lee, Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements

3 | Page

ALLIED CRITICAL METALS CORP.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Stated in Canadian dollars)

(Unaudited)

	Three months ended December 31, 2024	Three months ended December 31, 2023	Six months ended December 31, 2024	Six months ended December 31, 2023
Expenses
Exploration and evaluation expenditures	$ 375,733	$ -	$ 619,067	$ -
Professional fees	45,750	20,000	139,626	30,500
Consulting fees	15,000	-	45,617	16,000
Wages	17,151	-	34,379	-
General and administrative expenses	15,896	385	27,054	13,204
Management fees (Note 13)	12,000	4,000	18,000	12,000
Travel	5,672	-	5,672	-
Project investigation costs	-	3,000	-	10,500
	(487,202)	(27,385)	(889,415)	(82,204)
Financing costs and miscellaneous income
Gain on debt settlement (Note 15)	-	-	213,750	-
Interest expense (Note 7 and 8)	(174,330)	-	(341,137)	-
Gain on revaluation of special warrant liability (Note 9)	788,466	-	756,894	-
Interest income	68	890	217	890
Income (loss) for the period	127,002	(26,495)	(259,691)	(81,314)
Other comprehensive gain/(loss)
Translation gain (loss)	330	-	(13,829)	-
Income (loss) and comprehensive income (loss) for the period	$ 127,332	$ (26,495)	$ (273,520)	$ (81,314)
Weighted average shares outstanding	54,830,900	24,247,800	44,605,564	24,247,800
Loss per share – basic and diluted	$ 0.00	$ (0.00)	$ (0.01)	$ (0.00)

The accompanying notes form an integral part of these condensed interim consolidated financial statements

ALLIED CRITICAL METALS CORP.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

(Stated in Canadian dollars)

(Unaudited)

For the six months ended December 31, 2024 and 2023

	Share Capital		Share Subscriptions	Reserves	Accumulated Other Comprehensive Loss	Accumulated Deficit	Shareholders' Equity
	# of shares
Balance – June 30, 2024	41,896,300	$ 2,128,659	$ 392,500	$ 388,594	$ (2,377)	$ (1,266,494)	$ 1,640,882
Shares issued for cash	11,180,000	1,118,000	(326,800)	-	-	-	791,200
Share issue costs – cash	-	(18,706)	-	-	-	-	(18,706)
Shares issued for debt	1,754,600	175,460	-	-	-	-	175,460
Loss and comprehensive loss for the period	-	-	-	-	(13,829)	(259,691)	(273,520)
Balance – December 31, 2024	54,830,900	$ 3,403,413	$ 65,700	$ 388,594	$ (16,206)	$ (1,526,185)	$ 2,315,316
	Share Capital		Share Subscriptions	Reserves	Accumulated Other Comprehensive Loss	Accumulated Deficit	Shareholders' Equity
---	---	---	---	---	---	---	---
	# of shares
Balance – June 30, 2023	24,247,800	$ 952,067	$ -	$ 27,360	$ -	$ (122,314)	$ 857,113
Subscriptions received	-	-	282,300	-	-	-	282,300
Loss and comprehensive loss for the period	-	-	-	-	-	(81,314)	(81,314)
Balance – December 31, 2023	24,247,800	$ 952,067	$ 282,300	$ 27,360	$ -	$ (203,628)	$ 1,058,099

The accompanying notes form an integral part of these condensed interim consolidated financial statements

ALLIED CRITICAL METALS CORP.

Condensed Interim Consolidated Statements of Cash Flows

(Stated in Canadian dollars)

(Unaudited)

For the six months ended December 31, 2024 and 2023

	December 31, 2024	December 31, 2023
Cash provided by (used in):
Operating activities
Loss for the period	$ (259,691)	$ (81,314)
Gain on debt settlement	(213,750)	-
Items not involving cash:
Gain on revaluation of special warrant liability	(756,894)	-
Accrued interest	341,137	-
Change in non-cash working capital:
GST and VAT receivable	50,307	(3,313)
Prepaid expenses	(219,583)	(6,762)
Accounts payable and accrued liabilities	357,703	(39,879)
Net cash used in operations	(700,771)	(131,268)
Investing activities
Exploration and evaluation assets	(3,006)	-
Deferred acquisition costs	-	(334,500)
Net cash to investing activities	(3,006)	(334,500)
Financing activities
Common shares issued for cash, net of issue costs	763,740	-
Subscriptions received	-	282,300
Payment on promissory note	(100,000)	-
Net cash provided from financing activities	663,740	282,300
Effects of foreign exchange on cash	(7,053)	-
Decrease in cash	(47,090)	(183,468)
Cash, beginning of period	192,802	281,158
Cash, end of period	$ 145,712	$ 97,690

See Note 16 for supplemental information

The accompanying notes form an integral part of these interim consolidated financial statements

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

Allied Critical Metals Corp. ("ACM" or the "Company") is an exploration company incorporated on January 12, 2023, under the laws of the Province of Ontario, Canada. The Company's head office and principal address is Suite 1800, 181 Bay Street, Toronto Ontario, M5J 2T9.

Pursuant to an acquisition agreement dated February 15, 2023 and amended June 30, 2023, November 30, 2023 and March 18, 2024 (the "Acquisition Agreement"), the Company acquired all the issued and outstanding capital of PanMetals, Unipessoal Lda ("PanMetals") from Pan Iberia Limited. Pursuant to the Acquisition Agreement, ACM committed to complete a going public listing transaction (the "Listing"), such as by a reverse takeover, three-cornered amalgamation plan of arrangement or similar listing wherein ACM will become a wholly-owned subsidiary of a company (the "Resulting Issuer") having its common shares (the "RI Shares") listed ("Date of Listing" or "Listing") and posted for trading on a Canadian stock exchange on or before June 30, 2024 (subsequently amended to March 31, 2025). On April 29, 2024, the Company closed the transaction whereby it acquired all of the shares in the capital of PanMetals.

These interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has incurred losses since inception of $1,526,185 and does not currently have the financial resources to sustain operations in the long-term. While the Company has been successful in obtaining its required funding for this year, there is no assurance that such future financing will be available or be available on favorable terms. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

The interim consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Continued operations of the Company are dependent on the Company's ability to receive financial support, necessary financing, or generate profitable operations in the future.

2. MATERIAL ACCOUNTING POLICY DISCLOSURE INFORMATION

Basis of presentation

These condensed interim consolidated financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB") in effect at December 31, 2024. These financial statements comply with International Accounting Standard 34, Interim Financial Reporting.

These unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2024.

The interim consolidated financial statements were approved by the Board of Directors as of March 18, 2025.

7 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY DISCLOSURE INFORMATION (continued)

Use of accounting estimates and judgments

The preparation of these interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amount of assets and liabilities at the date of the interim consolidated financial statements and the reported expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the revision affects both current and future periods. Assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting year, relate to:

(i) Going concern

(i) Determination of functional currency

(ii) Impairment of exploration and evaluation assets

The Company is required to make certain judgments in assessing indicators of impairment of exploration and evaluation properties. Judgment is required to determine if the right to explore will expire in the near future or is not expected to be renewed, to determine whether substantive expenditures on further exploration for and evaluation of mineral resources in specific areas will not be planned or budgeted, to determine if the exploration for and evaluation of mineral resources in specific areas have not led to the commercially viable quantities of mineral resources and the Company will discontinue such activities, and is required to determine whether there are indications that the carrying amount of an exploration and evaluation property is unlikely to be recovered in full from successful development of the project or by sale.

8 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY DISCLOSURE INFORMATION (continued)

(iii) Fair value of Special Warrants

There are events that must happen in order for the Special Warrants to vest and the Company must use its judgment to determine the likelihood of those events occurring. The Company must consider if these events are more likely or less than likely to occur and, if more likely, assign a probability to that event. In its determination, the Company has concluded that it is more likely that the Borralha Special Warrants will vest, while it is less than likely that the vesting events for the Vila Verde project will not be met. Their value is a combination of the likelihood of vesting and the issuance of a promissory note, which is the result should the Special Warrants not vest. Changes in the likelihood of these events occurring affect the value of the cost of the Company's exploration and evaluation assets.

(iv) The recoverability and measurement of deferred tax assets and liabilities

(v) Share-based compensation

Principles of consolidation

All inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation. The interim consolidated financial statements included the accounts of the Company and the following subsidiaries:

	Country of Incorporation	Percentage of Ownership December 31
		2024	2023
ACM Tungsten, Unipessoal Lda.	Portugal	100%	-
PanMetals, Unipessoal Lda.	Portugal	100%	-

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ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY DISCLOSURE INFORMATION (continued)

Other Material Accounting Policy Disclosure Information

Other material accounting policies for the periods are consistent with those disclosed in the audited annual financial statements of the Company for the year ended June 30, 2024. The accompanying unaudited financial statements should be read in conjunction with the Company's audited annual financial statements for the year ended June 30, 2024.

3. RECENT ACCOUNTING PRONOUNCEMENTS AND ADOPTED POLICIES

4. CASH HELD ON DEPOSIT

Cash held on deposit is comprised of a non-interest-bearing deposit of €120,000 ($179,136); requested by the government of Portugal's Directorate General of Energy and Geology (the "DGEG") to ensure compliance with the terms of the mineral rights for the Vila Verde Tungsten Project ("Vila Verde"), one of two projects held beneficially in trust for the Company by Mineralia-Minas, Geotecnica E Contrucoes Limitada ("Mineralia"), a related company.

5. EXPLORATION AND EVALUATION ASSETS

The exploration and evaluation assets represent the Company's cost of acquiring PanMetals Unipessoal Lda ("Pan Metals") and its mineral properties, the Borralha Tungsten Project and the Vila Verde Tungsten Project in Portugal (the "Tungsten Properties"). The acquisition involved the following outlays and debts incurred:

	December 31, 2024	June 30, 2024
Opening balance	$ 10,368,428	$ -
Cash payments, debts issued, liabilities assumed and costs incurred:
Cash outlays	40,200	2,019,391
Promissory notes issued	93,800	2,241,597
Convertible debenture issued	268,000	3,350,000
Transaction cost incurred	3,006	32,310
Special warrants issued	-	1,704,837
Net identifiable liabilities assumed	-	1,020,293
	405,006	10,368,428
Ending balance	$ 10,773,434	$ 10,368,428

10 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

5. EXPLORATION AND EVALUATION ASSETS (continued)

Of the additional costs incurred in the six-month period ended December 31, 2024, $402,000 were incurred on the purchase of a 1% NSR on the Borralha property from 3 individual royalty holders.

As at December 31, 2024, Pan Metals owned a 100% interest in the Vila Verde Tungsten Project ("Vila Verde") located in Portugal which is comprised of a mineral license granted by the government of Portugal's Directorate General of Energy and Geology (the "DGEG"). Mineralia-Minas, Geotecnia e Contrucoes Limitada ("Mineralia") holds Vila Verde beneficially in trust for the Company. Upon ACM acquiring 100% ownership of Pan Metals on April 29, 2024 (the "Acquisition Date"), Pan Metals acquired the then remaining 10% interest in Vila Verde from Mineralia so that pursuant to a promissory transfer agreement (the "Promissory Transfer Agreement") effective April 29, 2024 (the "Acquisition Date") Mineralia now holds 100% of Vila Verde beneficially in trust for Pan Metals. Pursuant to a separate promissory transfer agreement (the "Dalmington Promissory Agreement") dated April 29, 2024 between the Pan Metals and Dalmington Investments Lda. ("Dalmington") and in connection with the Acquisition, Pan Metals held 10% of Vila Verde beneficially in trust for Dalmington. Dalmington transferred its 10% interest in Vila Verde back to Pan Metals for nominal consideration on December 3, 2024. Under the Promissory Transfer Agreement, Mineralia will transfer registered title to Vila Verde to Pan Metals as soon as commercially reasonably possible.

As at December 31, 2024, Pan Metals owned a 100% interest in the Borralha Tungsten Project ("Borralha") located in Portugal which is comprised of a mineral license granted by Portugal's DGEG, under registry number C-167. Mineralia holds Borralha beneficially in trust for the Company. Pursuant to the Promissory Transfer Agreement in connection with the Acquisition, Mineralia is in the process of transferring registered title to Borralha to Pan Metals as soon as commercially reasonably possible. Under the Dalmington Promissory Agreement and in connection with the Acquisition, Pan Metals held 10% of Borralha beneficially in trust for Dalmington. Dalmington transferred its 10% interest in Borralha back to Pan Metals for nominal consideration on December 3, 2024. The terms of the Borralha mineral license include a 3% production royalty payable to the Government of Portugal, which payment may be waived in the event of financial difficulties of the licensee.

The Company previously held 10% of the Vila Verde and Borralha projects (collectively the "Tungsten Projects") beneficially in trust for Dalmington (the "Retained 10% Interest") under the Dalmington Promissory Agreement in connection with the Acquisition. Pan Metals also granted Dalmington a 1% net smelter returns royalty (the "Retained 1% NSR") in connection with the Acquisition in respect of all production from the Tungsten Projects under a new smelter returns royalty agreement between Dalmington and Pan Metals dated April 29, 2024. On December 3, 2024, Dalmington transferred the Retained 10% Interest and the Retained 1% NSR back to the Company for nominal consideration. As a result as of December 31, 2024, the Company holds full ownership of the Tungsten Projects with no remaining NSR.

The exploration and evaluation assets are allocated to the Tungsten properties as follows:

	Borralha	Vila Verde	Total
Balance, June 30, 2023	$ -	$ -	$ -
Additions, based on area	4,033,324	6,335,104	10,368,428
Balance – June 30, 2024	4,033,324	6,335,104	10,368,428
Additions, based on area	86,909	318,097	405,006
Balance – December 31, 2024	$ 4,120,233	$ 6,653,201	$ 10,773,434

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2024	June 30, 2024
Trade accounts payable	$ 633,811	$ 175,766
Related party payable (Note 13)	468,367	876,153
Accrued liabilities	34,842	126,607
	$ 1,137,020	$ 1,178,526

7. PROMISSORY NOTES PAYABLE

	December 31, 2024	June 30, 2024
Current promissory notes payable
Note payable to Mineralia, a related party, of €125,000, due 90 days after demand and bearing interest at 5% (reflects $74,600 paid). Accrued interest thereon is $3,594.	$ 106,647	$ 106,647
Note payable to Mineralia, a related party of €85,000, due 90 days after demand and bearing interest at 5%. Accrued interest thereon is $4,211.	124,950	124,950
Note payable to Miroan Holdings Limited bearing interest at a rate of 5% per year, calculated monthly, due on demand on or after November 14, 2024. Accrued interest thereon is $1,156.	80,400	-
Note payable to Robert Keifer bearing interest at a rate of 5% per year, calculated monthly, due on demand on or after November 14, 2024. Accrued interest thereon is $193.	13,400	-
Current portion of amended and replaced promissory note payable to Pan Iberia bearing interest at 10% per annum, interest and principal due at the earlier of the Date of Listing and December 31, 2024.	-	905,000
	$ 325,397	$ 1,136,597
Long term promissory note payable
Amended and replaced note payable to Pan Iberia (the 'Replacement Note') bearing interest at 10% per annum, principal and interest due July 4, 2027 subject to the Company having the sufficient liquidity to do so. Accrued interest thereon $78,797.	$ 1,859,540	$ 1,005,000
	$ 1,859,540	$ 1,005,000
Total promissory notes payable	$ 2,184,937	$ 2,141,597

12 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

8. CONVERTIBLE DEBENTURES PAYABLE

	December 31, 2024	June 30, 2024
Current convertible debentures payable
Auto convertible debenture payable to Pan Iberia of $851,250, assumed as a liability on the purchase of Pan Metals, bearing interest at 12%, converting automatically on the Date of Listing into resulting issuer shares at the Listing price. Accrued interest thereon is $68,846.	$ 851,250	$ 851,250
Auto convertible debenture payable to Pan Iberia of $2,000,000 USD, bearing interest at 12%, converting automatically on the Date of Listing into resulting issuer shares at the Listing price. Accrued interest thereon is $216,750.	2,680,000	2,680,000
Amended and restated convertible debenture payable to Pan Iberia, bearing interest at 5%, convertible debenture converting automatically on the Date of Listing into resulting issuer shares at the Listing price. Accrued interest thereon is $22,578.	670,000	670,000
Auto convertible debenture payable to Miroan Holdings Limited, bearing interest at 12% convertible debenture converting automatically on the Date of Listing into resulting issuer shares at the Listing price. Accrued interest thereon is $5,551.	160,800	-
Auto convertible debenture payable to Adrian Barros, bearing interest at 12% convertible debenture converting automatically on the Date of Listing into resulting issuer shares at the Listing price. Accrued interest thereon is $2,775.	80,400	-
Auto convertible debenture payable to Robert Keifer, bearing interest at 12% convertible debenture converting automatically on the Date of Listing into resulting issuer shares at the Listing price. Accrued interest thereon is $925.	26,800	-
	4,469,250	4,201,250
Less debenture previously classified as long term	-	670,000
	$ 4,469,250	$ 3,531,250

13 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

9. SPECIAL WARRANT LIABILITY

On March 27, 2023 in connection with the acquisition of Pan Metals (Note 1), the Company issued special common share purchase warrants. The conversion terms were subsequently amended on November 22, 2024.

Special common share purchase warrants issued for the Borralha (the "Borralha Special Warrants") vest on the later of (a) 12 months plus one day after Listing, and (b) publication by the Resulting Issuer of a technical report for Borralha prepared in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects ("NI 43-101") with a resource estimate (in any category) of at least 15,000 tonnes of tungsten oxide (WO3) exercisable within 5 years of April 29, 2024 for no additional consideration into RI Shares equal to $1,340,000 divided by the greater of: (1) 1.5 times the Listing price and (2) the 20-day volume weighted average trading price of the common shares of the Resulting Issuer at the commencement of the Exercise Period; provided, however, that in the event that the Listing does not occur by the Listing deadline, the rights and obligations of the Borralha Special Warrants shall become null and void and the $1,340,000 face value of the Borralha Special Warrants shall be due to the vendor under a promissory note without interest with a maturity date of April 29, 2029; and

Special common share purchase warrants issued for Vila Verda (the "Vila Verde Special Warrants") vest on the later of (a) 36 month plus one day after Listing and (b) the date that PanMetals is issued a Mining Exploitation License"("VV License") for commercial production of tungsten at economically viable levels from Vila Verde (the "Deemed Exercise Event") exercisable within 5 years of April 29, 2024 for no additional consideration into RI Shares equal to $2,680,000 divided by the greater of (1) 2 times the Listing price and (2) the 20-day volume weighted average trading price of the common shares of the RI one business day following the Deemed Exercise Event during the exercise period; provided, however, that in the event that the Listing does not occur by the Listing deadline, the rights and obligations of the Vila Verde Special Warrants shall become null and void and the $2,680,000 face value of the Vila Verde Special Warrants shall be due to the vendor under a promissory note without interest with a maturity date of April 29, 2029;

The value of the special warrant liability was determined based on the estimated probability of achieving the various milestones for the special warrants to vest and be converted into common shares of the Company, or converting into a promissory note payable. As at December 31, 2024, the Company determined there was a 95% probability (June 30, 2024 - 51%) of the Company completing a Listing and 100% and 0% probability (June 30, 2024 - 100% and 0%) of the Borralha Special Warrants and Vila Verde Special Warrants being converted respectively with the fair value based on the Listing price and the conversion terms.

14 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

9. SPECIAL WARRANT LIABILITY

A continuity of the Special Warrant liability is as follows:

	December 31, 2024	June 30, 2024
Opening balance	$ 1,725,368	$ -
Issuance of special warrants	-	1,704,837
Change in fair value	(756,894)	20,531
Ending balance	$ 968,474	$ 1,725,368

10. SHARE CAPITAL

The Company is authorized to issue an unlimited number of preference shares, issuable in series, and an unlimited number of common shares.

As at December 31, 2024, the Company had 54,830,900 (June 30, 2024 – 24,247,800) common shares issued and outstanding.

Transactions in the Company's shares were as follows for the six months ended December 31, 2024:

The Company completed private placements and issued 11,118,000 common shares at a price of $0.10 for gross proceeds of $1,118,000 and incurred $18,706 in net share issuance costs in connection with the issuance.
The Company received $65,700 in share subscriptions but had not yet issued the shares by December 31, 2024.
1,754,600 shares were issued for debts of $175,460.

Transactions in the Company's shares were as follows for the year ended June 30, 2024:

The Company completed private placements and issued 12,348,500 common shares at a price of $0.10 for gross proceeds of $1,234,850. The Company incurred a total of $130,022 in share issuance costs and issued 38,400 Finders Warrants with a fair value of $2,296. These Finder's Warrants will allow the holder to purchase one additional common share at a purchase price of $0.10 for a period of 12 months from the issuance date.
5,000,000 in options granted were exercised at a price of $0.005 for gross proceeds of $25,000. In connection with these options, $19,060 originally recorded as share-based compensation was transferred from reserves to share capital.
300,000 shares valued at a price of $0.10 were issued for services rendered by a third-party consultant.
During the year, the Company received $492,500 in share subscriptions but had not yet issued the shares by June 30, 2024. They were issued during the six months ended December 31, 2024. As at June 30, 2024, the Company had $100,000 in shares issued but on which the cash had not yet been received. It was received during the six months ended December 31, 2024.

15 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

11. WARRANTS AND WARRANT RESERVE

As at December 31, 2024, the Company had 197,400 Finder's Warrants outstanding exercisable at $0.10 per common share with the following contractual remaining life:

159,000 warrants – 0.37 years remaining life.

38,400 warrants – 0.13 years remaining life.

The value of the Finder's Warrants was recognized as an issue expense with a corresponding amount recognized in warrant reserves. If exercised, the warrant value recognized will be transferred to share capital. The cost of the Finder's Warrants was determined using the Black Scholes option pricing model using the following inputs:

Input	June 30, 2024	June 30, 2023
Expected life	1 yr.	2 yrs.
Annualized volatility	164.1%	95.5%
Risk-free interest rate	4.89%	4.40%
Dividend rate	0.00%	0.00%

The Finder's Warrants transactions and number of warrants outstanding are summarized as follows:

	Fair Value of warrants	Number of Warrants	Weighted Average Exercise Price
Balance outstanding, January 12, 2023	$ -	-	$ -
Issued for finder's fees	8,300	159,000	$ 0.10
Balance outstanding, June 30, 2023	8,300	159,000	$ 0.10
Issued for finder's fees	2,296	38,400	$ 0.10
Balance outstanding, June 30, 2024 and December 31, 2024	$ 10,596	197,400	$ 0.10

12. OPTIONS AND OPTIONS RESERVE

Options are granted at the discretion of the board of directors.

As at December 31, 2024, the 4,850,000 options outstanding had a remaining contractual life of 4.29 years. When exercised, each option entitles the holder to receive one common share in the Company.

16 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

12. OPTIONS AND OPTIONS RESERVE (continued)

A recap of the option transactions is as follows:

	Fair Value of options	Number of Options	Weighted Average Exercise Price
Balance outstanding, January 12, 2023	$ -	-	$ -
Granted	19,060	5,000,000	$ 0.005
Balance outstanding, June 30, 2023	19,060	5,000,000	$ 0.005
Exercised	(19,060)	(5,000,000)	$ 0.005
Granted	377,998	4,850,000	$ 0.10
Balance outstanding, June 30, 2024 and December 31, 2024	$ 377,998	4,850,000	$ 0.10

The following assumptions were used for the Black Scholes valuation of option issued:

Inputs	2024	2023
Expected life	3 yrs.	3 yrs.
Annualized volatility	136.4%	131.8%
Risk-free interest rate	4.89	4.36%
Dividend rate	0.00%	0.00%

13. RELATED PARTY TRANSACTIONS AND BALANCES

During the six months ended December 31, 2024, $18,000 was accrued for management fees to the Chief Financial Officer (2023 – $12,000). In total, $33,600 is unpaid and included in accounts payable as at December 31, 2024 (June 30, 2024 - $14,700).

As at December 31, 2024, the Chief Executive Office had advanced the Company $112,000 (June 30, 2024 – 87,000). The account is non-interest bearing, due on demand and included in accounts payable.

During the six month period ending December 31, 2024, each of Mineralia and GMR Consultores Lda., which are owned or controlled by the President and Chief Operating Officer of the Company, provided services or contracted with others to provide services to Pan Metals totaling $619,067. As at December 31, 2024, $369,017 (June 30, 2024 - $756,470) was included in accounts payable for amounts owing to the companies.

As at December 31, 2024, the Company had advanced $46,250 (June 30, 2024 - $22,000 owing) to DeepRock Minerals Inc., a related party as both companies share a common director and officer.

17 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

13. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

The above transactions were in the normal course of operations and are measured at the agreed amounts, which is the amount of consideration established and agreed to by the related parties.

14. RISK AND CAPITAL MANAGEMENT

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2024, the Company had a cash balance of $145,712 to settle current liabilities of $6,337,043. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Market risk

Interest rate risk

The Company's financial assets exposed to interest rate risk consist of cash balances. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As at December 31, 2024, the Company did not have any investments in investment-grade short-term deposit certificates. All of the Company's debt has fixed interest rates.

Price risk

18 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

14. RISK AND CAPITAL MANAGEMENT

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the U.S. dollar and the European Euro. As at December 31, 2024 and assuming all other variables remain constant, a 10% change in the foreign exchange rate of the European Euro would result in an increase or decrease in the Company's loss and comprehensive loss of approximately $17,600.

15. COMMITMENTS

(a) On September 17, 2024, the Company entered into an advisory agreement (the "Agreement") over the following 18 month period. The terms of the Agreement are as follows:

The Company is to arrange the issuance or transfer of 2,250,000 shares on signing the Agreement, satisfied by one of the founding shareholders transferring the required number of shares from their shareholdings. The requirement to issue shares was recorded at fair value of the shares transferred, determined to be $0.10 per share for a total of $225,000. However, as the shareholder agreed to be reimbursed at his cost of $0.005 per share, a gain of $213,750 was recorded on the settlement. An additional 2,250,000 shares shall be held in escrow and will be transferred immediately on or before the Company completes a go public transaction or change of control.
One of the consultants is to receive monthly consulting fees of $5,000, which will increase to $7,500 after the Company has raised an aggregate of $2,500,000.
One of the consultants shall be appointed to the Board of Directors and be paid director fees of $2,500 per month, upon the Company becoming a reporting issuer.
The Company will pay a success fee equal to 5.0% of any capital raised by the Company or funded to the Company involving the advice to the Company in respect of such particular funding.

(b) On October 23, 2024, the Company entered into a definitive agreement with Deeprock Minerals Inc. ("Deep") whereby it will complete a three-corned amalgamation with a second newly incorporated subsidiary of Deep to form an amalgamated company as a wholly-owned subsidiary of Deep. The Company's shareholders will transfer all of their common shares to Deep in consideration for post-consolidation common shares of Deep as the resulting issuer on a 1-for-1 basis. As a reverse takeover ("RTO") of the post-consolidation company, the business of ACM shall become the business of the resulting issuer, and the common shares of the resulting issuer will be listed and posted for trading on the Exchange as a mining issuer, subject to the approval of the Canadian Securities Exchange. The agreement was approved by the shareholders of Deep at a meeting on November 21, 2024.

(c) On December 2, 2024, the Company contracted with Research Capital Corporation ("RCC" or the Agent") to act as the lead agent and sole bookrunner on behalf of a syndicate of agents on a commercially reasonable "best-efforts" basis for a private placement offering (the "Offering") of subscriptions receipts ("Subscription Receipts") at a price of $0.20 per subscription receipt for aggregate gross proceeds of minimum of $2,500,000 and a maximum of $5,000,000. The Company also granted an option to offer up to an additional number of Subscription Receipts for gross proceeds of up to 15% of the gross proceeds of the Offering at any time up to 48 hours prior

19 | Page

ALLIED CRITICAL METALS CORP.

Notes to the Condensed Interim Consolidated Financial Statements

(Stated in Canadian dollars)

(Unaudited)

For the three and six months ended December 31, 2024 and 2023

15. COMMITMENTS

to the closing of the Offering. The Offering was expected to close on or about February 24, 2025 (subsequently extended to March 31, 2025).

Each Subscription Receipt will entitle the holder to receive one unit of the Company (a "Unit"). Each Unit will consist of one common share of the Company (an "Underlying Share") and one-half of one common share purchase warrant (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one common share of the Company (a "Warrant Share") at an exercise price of $0.25 per Warrant Share until the date that is 24 months following the satisfaction or waiver of the Escrow Release Conditions.

The Agents will receive a cash commission equal to 8% of the gross proceeds received under the Offering and will be issued broker warrants equal in number to 8.0% of the number of Subscription Receipts sold under the Offering (the "Broker Warrants"). Each Broker Warrant shall be exercisable to acquire one Unit at an exercise price equal to $0.20 per Unit prior to 24 months from the date of issuance. The Company will also pay a cash corporate finance fee (the "Corporate Finance Fee") equal to $25,000 plus applicable taxes payable to RCC.

On December 4, 2024, the Company arranged for a private placement bridge financing of zero-coupon convertible debentures to raise gross proceeds of up to $500,000 (the "Debenture Offering"). The principal and unpaid interest of each Debenture is due and payable on the date that is the earlier of the date that the Company's common shares are listed on the Canadian Securities Exchange and March 31, 2025 (the "Maturity Date").

The Debentures shall bear no interest; provided however that in the event that the RTO does not close within the time contemplated by the brokered concurrent financing, the Debentures shall bear interest at a rate of 10% per annum from the date of issuance and shall become due and payable upon demand.

The Company shall bear the costs and expenses of the transactions satisfied by payment of legal and administrative fees payable on the Maturity Date pro rata to the Debenture holders together with a 5% arrangement fee, calculated as 5% of the principal amount of the Debentures paid to each of the Debenture holders on the Maturity Date.

The principal amount of the Debenture owing and any owing in respect thereof may be converted, at the option of the holder, into units (the "Units") or Subscription Receipts of ACM at a price of $0.20 per Unit or Subscription Receipt, as the case may be. Each Unit is comprised of one common share and one-half common share purchase warrant of ACM, wherein each whole warrant entitles the holder thereof to one common share at an exercise price of $0.25 per common share for 24 months from the date of closing of the RTO.

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ALLIED CRITICAL METALS CORP.
Notes to the Condensed Interim Consolidated Financial Statements
(Stated in Canadian dollars)
(Unaudited)
For the three and six months ended December 31, 2024 and 2023

16. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company had the following non-cash activities:

	December 31, 2024	June 30, 2024
	$	$
Debt incurred with the purchase of Pan Metals
Promissory notes	93,800	2,241,597
Convertible debenture	268,000	3,350,000
Prepaid expenses applied to purchase of Pan Metals	40,200	-
Transaction costs included in accounts payable	-	32,310
Share issuance costs (recovered) included in accounts payable	(8,754)	96,608
Prepaid expenses applied to accounts payable	14,975	-
		-
Shares issued for debt	175,460	-
Special Warrants issued on acquisition of Pan Metals	-	1,704,837
Transfer of reserves on exercise of options	-	19,060
Fair value of finder's warrants	-	2,296

17. SEGMENT INFORMATION

The Company operates in one reportable segment being the exploration and evaluation on mineral properties. All of the Company's non-current assets are in Portugal.

18. SUBSEQUENT EVENTS

On February 21, 2025, the Company closed the first tranche in the amount of $100,000 of a bridge financing of convertible debentures of up to a total aggregate of $500,000. The convertible debentures bear no interest; however, the Company has agreed to pay a 5% arrangement fee on the principal amount issued, and up to $25,000 in legal and administrative fees payable on the date the Company completes the RTO transaction on a pro rata basis in proportion to the principal amount of debentures issued in respect of the financing. In the event the debentures are not repaid or converted by March 31, 2025, they would then bear interest at 10% per annum from the date of issuance. The debentures and any amount owing in respect thereof are convertible into subscription receipts ("Subscription Receipts") or units ("Units") of the Company at a price of $0.20 per Subscription Receipt or Unit, as the case may be.

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SCHEDULE D

MD&A OF ALLIED CRITICAL METALS CORP.

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024

(See attached)

Allied Critical Metals Corp.

Management's Discussion and Analysis

For the three and six months ended December 31, 2024

(Stated in Canadian dollars)

Allied Critical Metals Corp.
Management's Discussion and Analysis

Introduction

This Management's Discussion & Analysis ("MD&A") was prepared as of March 18, 2025 to assist readers in understanding Allied Critical Metals Corp. (the "Company", "ACM", "we", or "us") financial performance for the three and six months ended December 31, 2024. It should be read together with the quarterly financial statements for the three and six months ended December 31, 2024 and the notes contained therein (the "Financial Statements"). Results are reported in Canadian dollars, unless otherwise noted. The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Cautionary Note Regarding Forward-Looking Information

Our Business

ACM is an exploration company incorporated on January 12, 2023, under the laws of the Province of Ontario, Canada. The Company's head office is at 615 - 800 West Pender Street, Vancouver, British Columbia, Canada, V2C 2V6 and the registered office is located at Suite 1800, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T9.

ACM is a private company not listed on any exchange in Canada or elsewhere.

Acquisition of Pan Metals Unipessoal Lda and the Borralha Tungsten Project and the Vila Verde Tungsten Project (the "Tungsten Projects")

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Allied Critical Metals Corp.
Management's Discussion and Analysis

Portugal to acquire 100% of the equity capital of PanMetals. Pursuant to the Acquisition Agreement, ACM committed to complete a going public listing transaction (the "Listing"), such as by a reverse takeover, three-cornered amalgamation plan of arrangement or similar listing wherein ACM will become a wholly-owned subsidiary of a company (the "Resulting Issuer") having its common shares (the "RI Shares") listed ("Date of Listing") and posted for trading on a Canadian stock exchange. Pursuant to the Assignment Agreement and Acquisition Agreement, on April 29, 2024, ACM paid the following consideration to the Vendor and the Assignor as follows:

A) payment to Assignor:

(i) a 1% net smelter returns royalty (the "1% NSR") on all production from the Tungsten Projects, 50% of which may be repurchased by the royalty payor at any time after commencement of commercial production of the respective the Tungsten Projects at a cash purchase price equal to a 70% of the net present value of the 1% NSR based on a 7% discount factor; and

(ii) a 10% beneficial ownership in the Tungsten Projects, as a carried, non-participating interest that becomes a carried, participating interest upon commencement of commercial production at each of the respective Tungsten Projects which may each be acquired separately by ACM in consideration for payment equal to a 30% discount to the respective net present values using a discount factor of 7% paid 30% in cash and 70% in RI Shares based on the greater of the applicable discounted market price and the 20-day volume weighted average price for the 14 day period prior to completing the purchase of the respective beneficial ownership percentage, subject to the policies of the Canadian Securities Exchange (the "Exchange");

On December 3, 2024, Dalmington agreed to transfer back to ACM the Retained 10% Interest and the Retained 1% NSR prior to the Date of Listing for nominal consideration, thereby eliminating any payment to the Assignor.

B) payment to Vendor:

(i) $500,000 USD (paid - as of June 30, 2023, the Company had paid the $500,000 USD deposit or $677,940);

(ii) $2,000,000 USD, of which $1,500,000 USD was originally paid by two promissory notes but later amended and replaced by one note; (the "Replacement Note") and $500,000 was paid by convertible debenture (the "Convertible Debenture");

(iii) 2,000,000 USD paid by way of a convertible debenture bearing interest at 12% (the "Closing Auto-Convert Debenture");

(iv) special common share purchase warrants of ACM (the "Borralha Special Warrants") issued to the Vendor on Closing and vesting on the later of (a) 12 months plus one day after Listing, and (b) publication by the Resulting Issuer of a technical report for Borralha prepared in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects ("NI 43-101") with a resource estimate (in any category) of at least 15,000 tonnes of tungsten oxide (WO3) exercisable within 5 years of Closing Date for no additional consideration into RI Shares equal to $1,000,000 USD (using an agreed $1.34 CAD/USD exchange rate) divided by (as amended by the November 22, 2024 Extension Agreement) the greater of 1.5 x the Listing Price and the 20-day volume weighted average price ("VWAP") of the resulting issuer as of the day following vesting of the Borralha Special Warrants; and that the escrow under National Policy 46-201—Escrow for Initial Public Offerings("NP 46-201") with the release schedule for an emerging issuer under the "Usual case" of Section 4.3.1 of NP 46-201 apply commencing upon vesting of the Borralha Special Warrant with escrow release dates commencing 10% on vesting, and 15% every six months after vesting. subject to the policies

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Allied Critical Metals Corp.
Management's Discussion and Analysis

of the Exchange; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between the Company and the Vendor (presently agreed to be March 31, 2025) the rights and obligations of the Borralha Special Warrants shall become null and void and the $1,340,000 face value of the Borralha Special Warrants shall be due to the Vendor under a promissory note without interest with a maturity date of April 29, 2029; and

(v) special common share purchase warrants of ACM (the "Vila Verde Special Warrants") issued to the Vendor on closing and vesting on the later of (a) 36 month plus one day after Listing and (b) the date that PanMetals is issued a Mining Exploitation License"("VV License") for commercial production of tungsten at economically viable levels from Vila Verde exercisable within 5 years of Closing for no additional consideration into RI Shares equal to $2,000,000 USD (using the fixed exchange rate of $1.34) divided by the greater of : (1) two times (2x) the Listing price; and (2) (as amended by the November 22, 2024 Extension Agreement) and the 20-day VWAP of the resulting issuer shares as of the day following vesting of the Vila Verde Special Warrants, subject to the policies of the Exchange, and the convertible debenture, Payments Shares, Borralha Special Warrants and Vila Verde Special Warrants shall be subject to restrictions preventing the Vendor from owning 20% or mor of the RI Shares unless determined otherwise by the RI and subject to the policies of the Exchange; provided, however, that in the event that the Listing does not occur by the deadline as may be agreed between the Company and the Vendor (presently agreed to be March 31, 2025) the rights and obligations of the Vila Verde Special Warrants shall become null and void and the $2,680,000 face value of the Vila Verde Special Warrants shall be due to the Vendor under a promissory note without interest with a maturity date of April 29, 2029.

Pursuant to the Acquisition Agreement, on closing of the Acquisition on April 29, 2024, ACM also:

B) reimbursed the Vendor €125,000 for payment of license fees in respect of Borralha and paid for exploration expenses of €877,440 incurred since February 14, 2023 satisfied by way of a convertible debenture in the principal amount of $851,250 which automatically converts into RI Shares on Listing at the Listing price (the "Listing Price") per RI Share at Listing; and reimbursed Mineralia for €125,000 in license fees paid for Borralha which was satisfied by payment of a promissory note in the amount of $106,475.50, which reflects $74,600 previously paid in cash; and

C) agreed to acquire a 1% net smelter return royalty in respect of Borralha from the holders thereof for a purchase price of $300,000 USD satisfied by $100,000 USD cash and $200,000 USD in ACM shares at a price equal to the listing price using the fixed exchange rate of $1.34; and a cash payment of $40,200 was paid to one of the holders, and on September 17, 2024 the Company completed the acquisition of the royalty by: (i) paying promissory notes totaling $93,800 to the other royalty holders in satisfaction of the cash requirement; and (ii) issuing three convertible debentures in the aggregate principal amount of $268,000 which automatically convert into RI Shares on Listing at the Listing Price.

On October 23, 2024, the Company entered into a definitive agreement with Deeprock Minerals Inc. ("Deep") whereby it will complete a three-corned amalgamation with a second newly incorporated subsidiary of Deep to form an amalgamated company as a wholly-owned subsidiary of Deep. The Company's shareholders will transfer all of their common shares to Deep in consideration for post-consolidation common shares of Deep as the resulting issuer on a 1-for-1 basis. As a reverse takeover of the post-consolidation company, the

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Allied Critical Metals Corp.
Management's Discussion and Analysis

business of ACM shall become the business of the resulting issuer, and the common shares of the resulting issuer will be listed and posted for trading on the Exchange as a mining issuer, subject to the approval of the Canadian Securities Exchange. The agreement was approved by the shareholders of Deep at a meeting on November 21, 2024.

On November 22, 2024, the Company entered into an agreement with Pan Iberia Limited that amended promissory notes, special warrants and auto convertible debentures as follows:

The amended and replaced promissory note of $1,859,540 was further amended within its term and maturing July 4, 2027 subject to ACM having sufficient liquid funds to do so.
The Borralha Special Warrants were amended to provide a conversion price equal to the greater of 1.5 x the Listing Price and the 20-day volume weighted average price ("VWAP") of the resulting issuer as of the day following vesting of the Borralha Special Warrants; and that the escrow under National Policy 46-201—Escrow for Initial Public Offerings("NP 46-201") with the release schedule for an emerging issuer under the "Usual case" of Section 4.3.1 of NP 46-201 apply commencing upon vesting of the Borralha Special Warrant with escrow release dates commencing 10% on vesting, and 15% every six months after vesting.
The Vila Verde Special Warrant were amended so as to provide a conversion price equal to the greater of 2X the Listing Price and the 20-day VWAP of the resulting issuer shares as of the day following vesting of the Vila Verde Special Warrants.
The listing deadline date, as such term is described in any and all agreements and instruments of ACM in respect of Pan Iberia shall be delayed to March 31, 2025, provided that the Listing closes on or before February 28, 2025. On February 20, 2025, the Company and Pan Iberia entered into an amended agreement to extend the listing deadline date from February 28, 2025 to March 31, 2025.

On December 2, 2024, the Company contracted with Research Capital Corporation ("RCC" or the Agent") to act as the lead agent and sole bookrunner on behalf of a syndicate of agents on a commercially reasonable "best-efforts" basis for a private placement offering (the "Offering") of subscriptions receipts ("Subscription Receipts") at a price of $0.20 per subscription receipt for aggregate gross proceeds of minimum of $2,500,000 and a maximum of $5,000,000. ACM also granted an option to offer up to an additional number of Subscription Receipts for gross proceeds of up to 15% of the gross proceeds of the Offering at any time up to 48 hours prior to the closing of the Offering. The Offering is expected to close on or about February 24, 2025.

On December 3, 2024, the Company entered into an agreement with Dalmington wherein Dalmington agreed to transfer the Retained 10% Interest and the Retained 1% NSR back to the Company prior to the Date of Listing for nominal consideration. As a result, as of December 3, 2024 the Company holds a 100% beneficial interest in each of the Mineral Properties (Borralha and Vila Verde) free and clear of all royalties other than the 3% statutory Portuguese royalty.

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Allied Critical Metals Corp.
Management's Discussion and Analysis

The principal amount of the Debenture owing and any interest accrued thereunder may be converted, at the option of the holder, into units (the "Units") of ACM at a price of $0.20/Unit. Each Unit is comprised of one common share and one-half common share purchase warrant of ACM, wherein each whole warrant entitles the holder thereof to one common share at an exercise price of $0.25 per common share for 24 months from the date of closing of the RTO

The Tungsten Projects

The Borralha Tungsten Project

Property Description, Location and Access

ACM owns 100% of the Borralha Property beneficially through PanMetals a wholly-owned subsidiary of ACM. PanMetals holds beneficial title to the Borralha Property, which is licensed in the name of Mineralia beneficially in trust for PanMetals pursuant to an agreement dated effective April 29, 2024 (the "Property Agreement"), and Mineralia holds the Borralha Property through a Mining Licence (C-167) granted by the DGEG of the Government of Portugal. Under the Property Agreement, Mineralia holds title of the Borralha Property beneficially in trust for PanMetals and has agreed to transfer the legal registration of the Mining License to PanMetals by paying a final €125,000 licencing payment and committing to continue further exploration work on the Borralha Property. The Mining Licence is issued with the proviso that full scale mining will commence within a 5-year period commencing October 28, 2021 to October 28, 2026. Prior to full scale mining, a Definitive Feasibility Study ("DFS") and Environmental Impact Study ("EIS") needs to be completed to the satisfaction of the DGEG, but in the interim further exploration and pilot mining of up to 150,000 tonnes per annum is permitted. The terms of the Mining Licence include a 3% production royalty payable to the Government of Portugal, which payment may be waived in the event of financial difficulties of the licensee.

History

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Allied Critical Metals Corp.
Management's Discussion and Analysis

true value. The largest annual production was 1955 with 524.3 tonnes of concentrate, of which 44.39 tonnes came from mining vein structures situated north of the Borralha River and 58.37 tonnes from the open pit to the south on the Santa Helena Breccia ("SHB").

Exploration

No exploration work was carried out on the property from 1983 until Blackheath Resources Inc. optioned the property in 2011 from Minerália who then continued working on the project as the exploration contractor. Minerália collected available historical geological maps and old mining plans then digitized them. This work identified two exploration targets worthy of immediate interest, the under-exploited sub-horizontal veins north of Borralha River and the SHB south of the river. Minerália's early field work included surveying, geological mapping, establishment of a survey grid and soil geochemical sampling.

The Vila Verde Tungsten Project

Property Description, Location and Access

The Company plans to develop Vila Verde once the Borralha Project is in production.

On January 21, 2025, the Company announced that a letter of intent (the "LOI") has been signed by ACM and Global Tungsten & Powders LLC ("GTP") of Pennsylvania, USA part of the Plansee Group for the supply and sale of tungsten concentrate from ACM's intended pilot plant at its Vila Verde Tungsten Project. Under the LOI, ACM will provide at least 12,000 MTU per year of WO3 contained in 65% WO3 tungsten concentrate, priced based on the European APT (Ammonium Paratungstate) price quotes published by Fastmarkets. Prior to reaching a definitive final supply agreement, the supply quantity may be increased to 15,000 MTU by mutual agreement.

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Allied Critical Metals Corp.

Management's Discussion and Analysis

Acquisition of Pan Metals

The following summarizes the purchase of the shares of Pan Metals and the costs of exploration and evaluation assets:

	December 31, 2024	June 30, 2024
Consideration Issued
Transaction Costs	$ 35,316	$ 32,310
Cash Consideration
Cash deposit of US$500,000	677,940	677,940
Payment for exploration expenditures	1,266,851	1,266,851
Payment on licenses	74,600	74,600
Payment on NSR	40,200	-
	2,094,907	2,051,701
Debt issued
Promissory notes	2,335,397	2,241,597
Convertible debentures	3,618,000	3,350,000
	6,804,647	5,591,597
Special Warrants	1,704,837	1,704,837
Total Consideration Issued	9,753,141	9,348,135
Net liabilities acquired	1,020,293	1,020,293
Total cost of acquisition	$ 10,773,434	$ 10,368,428

The increase in costs during the period ended December 31, 2024 of $405,006 were as result of the following:

(a) additional legal fees of $3,006, and
(b) Payments to royalty holders for NSR of 1% ($40,200 in cash, $93,800 in promissory notes and $268,000 in auto convertible debentures).

The resulting exploration and evaluation assets are summarized as follows:

	Borralha	Vila Verde	Total
Balance, June 30, 2024	$ 4,033,324	$ 6,335,104	$ 10,368,428
Additions, based on area	86,909	318,097	405,006
Balance, December 31, 2024	$ 4,120,233	$ 6,653,201	$ 10,773,434

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Allied Critical Metals Corp.
Management's Discussion and Analysis

Borralha Project

In connection with the acquisition of PanMetals Unipessoal Lda, the Company acquired a 100% interest in the Borralha Project located Portugal. The Borralha Project is a tungsten mineral project located in northern Portugal. (See "Our Business" above.)

Vila Verde Project

In connection with the acquisition of PanMetals Unipessoal Lda, the Company acquired a 100% interest in the Vila Verde Project located Portugal. The Vila Verde Project is a tungsten mineral project located in northern Portugal. (See "Our Business" above.)

Exploration expenditures incurred to December 31, 2024

	Exploration Expenditures Year Ended June 30, 2024	Exploration Expenditures Period Ended December 31, 2024	Total Cumulative Expenditures to December 31, 2024
Borralha Property
Project management	$ 158,879	194,066	$ 352,945
Geological	82,686	161,409	244,095
Hydrogeology	66,240	106,394	172,634
Metallurgy	14,198	22,805	37,003
Vehicle rental	7,140	16,384	23,524
Drilling	3,367	-	3,367
Total	332,510	501,058	833,568
Vila Verde Project
Project management	17,564	76,194	93,758
Sample analysis	4,132	9,481	13,613
Geological	2,325	32,334	34,659
Total Vila Verde	24,021	118,009	142,030
Total exploration expenditures	$ 356,531	619,067	$ 975,598

Corporate and General Matters

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Allied Critical Metals Corp.
Management's Discussion and Analysis

is a director and CEO of DeepRock Minerals Corp., a company with property in Quebec and New Brunswick, Canada.

The third executive officer is Keith Margetson, CPA, CA, CPA (Illinois), who is the Company's Chief Financial Officer. He has over four decades of public accounting experience, serving as both an auditor and as an officer in private and public companies. He qualified as a Canadian CPA in 1975 and a US CPA in 2003. He has had his own firm since 1992.

Selected Annual Information

	June 30, 2024	June 30, 2023
	$	$
Total Revenue	-	-
Expenses	1,011,022	123,088
Net loss	(1,144,180)	(122,314)
Total assets	11,001,402	968,188
Total long-term liabilities	3,400,368	-
Net loss per share (basic and diluted)	(0.04)	(0.01)

Exploration and evaluation expenditures, the next largest expense, was $356,531 in the current year and $nil in the prior year. This expense relates to the exploration expenditures carried out by PanMetals during the time it was owned by ACM, basically May and June 2024. Professional fees increased by $71,679 from $17,158 to $88,837. Most of this expense was for auditing fees, required to comply with pre-listing requirements. Consulting fees, consisting mainly of marketing costs, were $61,500 in 2024 and $5,100 in 2024, reflecting the Company's emphasis on raising investors' awareness. Wages were $41,111 in 2024 while $nil in 2023. These are costs incurred by PanMetals, reflecting expenses for May and June 2024, the period when PanMetals expenses were included in the Company's operating statement. Project investigation costs, $27,195 in 2024 and $68,560 in 2023, were expenditures made gathering and reviewing data prior to the purchase of PanMetals. Other costs were management fees of $24,000 ($12,500 in 2023) and general and administrative expenses of $33,850 in 2024 compared to $710 in 2023.

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Allied Critical Metals Corp.

Management's Discussion and Analysis

Summary of Quarterly Results

The following table summarizes the results of operation for the eight recent quarters. Note that the Company did not start active operations until April 2023 and, accordingly, the quarter ended June 30, 2023 is the only quarter for the period ended June 30, 2023:

	Three months ended
	Dec 31, 2024 $	Sept 30, 2024 $	June 30, 2024 $	March 31, 2024 $
Expenses	487,202	402,213	824,754	79,679
Net Gain (loss)	127,002	(386,693)	(983,187)	(79,679)
Total assets	11,480,373	11,664,410	11,001,402	1,141,789
Net loss per share and diluted loss per share	(0.00)	(0.01)	(0.04)	(0.00)
	Three months ended
	Dec 31, 2024 $	Sept 30, 2023 $	June 30, 2023 $
Expenses (recovery)	51,770	54,819	123,088
Net income (loss)	(26,495)	(54,819)	(122,314)
Total assets	1,129,295	878,816	968,188
Net loss per share and diluted loss per share	(0.00)	(0.00)	(0.01)

During the three months (current period or "CP") ended December 31, 2024, the Company reported a net gain of $127,002 as compared to a net loss of $386,693 for the previous quarter (pervious period or "PP"). On comparison, each quarter has a large 'non-recurring amount. For the CP, $756,894 was recorded as a change in the value of the Special Warrants arising as a result of substantial changes to the terms of the special warrants and probabilities of events affecting the value of the Special Warrants. For the PP the other Income item was a non-recurring gain on debt settlement of $213,750 (See below). Exploration and evaluation expenditures were $375,733 in the CP compared to $243,334 in the PP, interest expenses were $174,330 in the CP compared to $166,807 in the PP, management fees were $12,000 in the CP compared to $6,000 in the PP, and travel expenses were $5,672 in the CP compared to $nil in the PP. Otherwise, the following accounts were less in current quarter than the previous quarter: Professional fees were $45,750 in the CP compared to $93,876 in the PP, consulting fees were $15,000 in the CP compared to $30,617 in the PP, and general and administrative expenses were $15,896 in the CP compared to $11,158 in the PP

During the three months ended September 30, 2024, the Company reported a net loss of $386,693 as compared to a net loss of $983,187 for the previous quarter, representing a 61% drop of $596,494. The major reason for the drop was a gain on debt settlement of $213,750 which arose when a debt of $225,000 was settled by a share transfer in which the shareholder agreed to be compensated by only $11,250. Otherwise, the following accounts were less in the current quarter than the previous quarter: Exploration and evaluation were $243,334 in the current period ("CP") compared to $356,531 for the previous period ("PP"), a reduction of $113,197; no stock-based compensation was granted in the CP while grants of $377,998 were made in the PP: wages were $17,228 in the CP compared to $41,112 in the PP; and finally, there were no project investigation expenses in the CP but there were $20,630 in the PP.

During the three months ended June 30, 2024, the Company reported a net loss of $983,187 as compared to a net loss of $79,679 for the previous quarter. The major difference was due to the cost of the purchase of PanMetals and the inclusion of PanMetals expenses since purchase. There were $113,779 in interest and 20,531 in special warrant liability revaluation loss as a result of the debt incurred with the share purchase

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Allied Critical Metals Corp.
Management's Discussion and Analysis

of PanMetals and there were PanMetals expenses of exploration and evaluation of $356,531 and wages of $41,112. Otherwise, share-based compensation of $377,998 granted on April 12, 2024, professional fees of $24,658 and general and administrative expenses of $20,630 were major expenditures during the quarter.

During the three months ended March 31, 2024, the Company reported a net loss of $79,679 compared to a loss of $26,495 for the previous quarter. Consulting fees of $45,500 was the main reason for the increase. Other expenses were professional fees of $18,679 and project investigation costs of $9,300.

During the three months ended December 31, 2023, the Company reported a net loss of $26,495 compared to a loss of $54,819 for the previous quarter. Total professional fees were $20,000. Other expenses were management fees of $4,000 and project investigation charges of $3,000.

Results of Operations

Year ended June 30, 2024

The net loss was $1,144,180 for the year ended June 30, 2024, as compared to the loss of $122,314 for the period from inception, January 12, 2023 to June 30, 2023. One of the major differences between the operations for the 2024 year was the inclusion of PanMetals operations for the period of ownership, April 29, 2024 to June 30, 2024. As noted earlier, these costs included exploration and evaluation expenses of $356,531, wages of $41,111 interest of $113,779 and the loss on special warrant liability revaluation of $20,531.

Management fees were $24,000 in 2024 and $12,500 in 2023, reflecting the longer period of operation in 2024 and the different function that management performed.

Finally, general and administrative expenses were $33,850 compared to $710 in 2023.

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Allied Critical Metals Corp.
Management's Discussion and Analysis

Three months ended December 31, 2024

During the three months ended December 31, 2024, the Company reported a net gain of $127,002. Please refer to the comments above regarding the breakdown of those costs and a comparison to the previous quarter.

Six months ended December 31, 2024

During the six months ended December 31, 2024 ("CY"), the Company reported a net loss of $259,691 as compared to a net loss of $81,314 for the same period in the previous year ("PY"). In the CY the Company had expenses of $889,415 compared to $82,204 for the same period of prior year ("PY"). This difference highlights the fact that in the PY, the Company had not yet purchased Pan Metals so there were no exploration and evaluation expenses (2024 - $619,67) or wages (2024 - $34,379). In the CY other income/expense, consisted of gain on debt settlement of $213,750, reduction in the valuation of Special Warrants of $756,894, interest expense of $341,137 and interest income of $217. In the PY, $890 interest income was the only other income or expense. During this period, the Company received net cash of $763,740 on 11,180,000 share issued and it repaid $100,000 on one of its promissory notes.

Liquidity, Financial Position and Capital Resources

The Company has not generated revenue from operations. The Company incurred a net loss of $259,691 for the six months ended December 31, 2024 and as of that date the Company's accumulated deficit was $1,526,185. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financial resources to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These factors comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

As at December 31, 2024, the Company had a negative working capital of $5,809,240 (June 30, 2024 - $5,503,086). The current assets consisted of cash in the amount of $145,712 (June 30, 2024 - $192,802), GST and VAT receivable of $162,508 (June 30, 2024 - $209,089) and prepaid expenses of $219,583 (June 30, 2024 - $55,175). Current liabilities totaled $6,337,043 (June 30, 2024 - $5,960,152). Long-term liabilities totaled $2,828,014 (June 30, 2024 - $3,400,368)

During the three months ended December 31, 2024, the Company issued the following shares for private placements at $0.10 per share:

On July 16, 2024, 2024, the company issued 510,000 shares worth $51,000.
On September 9, 2024, the company issued 3,575,000 shares worth $357,500.
On September 30, 2024, the Company issued 8,849,600 shares worth $884,960.

Included in the December 31, 2024 issuance were 1,754,600 shares to extinguish debts of $175,460.

13 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Transactions with Related Parties

The Company considers its Chief Executive Officer (“CEO”) President, Chief Operations Officer (“COO”), and Chief Financial Officer (“CFO”) and its two directors to be key management personnel.

During the six months ended December 31, 2024, $18,000 was accrued for management fees to the Chief Financial Officer (2023 - $12,000). In total $33,600 is unpaid and included in accounts payable as at December 31, 2024 (June 30, 2024 - $14,700).

For the period ended December 31, 2024, and 2023 no management fees were paid to the CEO, Roy Bonnell. At as December 31, 2024, Bonnell had advanced the Company $112,000 (June 30, 2024 - $87,000). The account is non-interest bearing, due on demand and included in accounts payable.

As at December 31, 2024, the Company had advanced $46,250 (June 30, 2024 - $22,000 owing) to DeepRock Minerals Inc., a related party as both companies share a common director and officer.

The above transactions were in the normal course of operations and are measured at the agreed amounts, which is the amount of consideration established and agreed to by the related parties.

Off-Balance Sheet Arrangement

The Company has no off-Balance Sheet arrangements.

Subsequent Events

(a) On January 21, 2025, the Company announced that a letter of intent (the “LOI”) has been signed by ACM and Global Tungsten & Powders LLC (“GTP”) of Pennsylvania, USA part of the Plansee Group for the supply and sale of tungsten concentrate from ACM’s intended pilot plant at its Vila Verde Tungsten Project. Under the LOI, ACM will provide at least 12,000 MTU per year of $\mathrm{WO_3}$ contained in $65\%$ $\mathrm{WO_3}$ tungsten concentrate, priced based on the European APT (Ammonium Paratungstate) price quotes published by Fastmarkets. Prior to reaching a definitive final supply agreement, the supply quantity may be increased to 15,000 MTU by mutual agreement.

(b) On February 20, 2025, The Company and Pan Iberia entered into an amended agreement to extend the listing deadline date from February 28, 2025 to March 31, 2025.

(c) On February 21, 2025, the Company closed the first tranche in the amount of $100,000 of a bridge financing of convertible debentures of up to a total aggregate of $500,000. The convertible debentures bear no interest but a 5% arrangement fee on the principal amount issued and a $25,000 legal and administrative fee pro rata in proportion to the principal amount of debentures issued in respect of the financing. In the event the debentures are not repaid or converted by March 31, 2025 they would then bear interest at 10% per annum from the date of issuance. The debentures and any amount owing in respect thereof are convertible into subscription receipts (“Subscription Receipts”) or units (“Units”) of the Company at a price of $0.20 per Subscription Receipt or Unit, as the case may be.

Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Critical Accounting Estimates

Significant Estimates and Assumptions

The preparation of these interim consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the revision affects both current and future periods. Assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting year, relate to:

(i) Going concern

(ii) Determination of functional currency

(iii) Impairment of Exploration and evaluation assets

(v) Fair value of Special Warrants

There are events that must happen in order for the Special Warrants to vest and the Company must use its judgment to determine the likelihood of those events occurring. The Company must consider if these events are more likely or less than likely to occur and if more likely, assign a probability to that event. In its determination, the Company has concluded that it is more likely that the Borralha Special Warrants will vest, while it is less than likely that the vesting events for the Vile Verde project will not be met and, accordingly, those Special Warrants will not be valued. Changes in the likelihood of these events occurring will affect the value of the cost of the Company's exploration and evaluation assets.

(vi) The recoverability and measurement of deferred tax assets and liabilities

15 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

(v) Share-based compensation

Changes in Accounting Policies

Financial Instruments and Other Instruments

The Company's financial instruments consist of cash and accounts payable and accrued liabilities.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

Liquidity risk

Market risk

Interest rate risk

The Company's financial assets exposed to interest rate risk consist of cash balances. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As at December 31, 2024, the Company did not have any investments in investment-grade short-term deposit certificates. All of the Company's debt has fixed interest rates.

16 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Price risk

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the U.S. dollar and the European Euro. As at December 31, 2024 and assuming all other variables remain constant, a 10% change in the foreign exchange rate of the European Euro would result in an increase or decrease in the Company's loss and comprehensive loss of approximately $17,600.

Business Risks

No Operating History

Exploration and Mining Risks

Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Factors beyond the Company's Control

Reliance on Independent Contractors

Additional Funding Required

Further exploration on, and development of, the Company's properties may require significant additional financing. Accordingly, the continuing development of the Company's properties will depend upon the Company's ability to obtain financing through equity financing, debt financing, the joint venturing of projects or other external sources. Failure to obtain sufficient financing may result in a delay or an indefinite postponement of exploration, development, or production on any or all of the Company's properties, or even a loss of property interest, or have a material adverse impact on the Company's future cash flows, earnings, results of operations and financial condition or result in the substantial dilution of its interests in its properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company. If the Company was required to arrange for debt financing it could be exposed to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that the Company will be successful in overcoming these risks or any other problems encountered in connection with such financings. Failure to raise capital when needed would have a material adverse effect on the Company's business, financial condition, and results of operations.

Going Concern

The condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has incurred losses since inception of $1,526,185 and does not currently have the financial resources to sustain operations in the long-term. While the Company has been successful in obtaining its required funding for this year, there is no assurance that such future financing will be available or be available on favourable terms. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

The condensed interim consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Continued operations of the Company are dependent on the Company's ability to receive financial support, necessary financing, or generate profitable operations in the future.

18 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Market Price of Common Shares

In the eventuality that ACM becomes a listed entity, the trading price of the common shares is likely to be significantly affected by short term changes in mineral prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Company's performance that may have an effect on the price of the common shares include the following: the extent of analytical coverage available to investors concerning the Company's business; the lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of common shares; and the price of the common shares and size of the Company's public float may limit the ability of some institutions to invest in the Company's securities.

Dilution to Common Shares

During the life of the Company's outstanding common share purchase warrants, as well as options and other rights granted or assumed by the Company, if any, the holders are given an opportunity to profit from a rise in the market price of the common shares. The Company's ability to obtain additional financing during the period such rights are outstanding may be adversely affected and the existence of the rights may have an adverse effect on the price of the common shares. The holders of common share purchase warrants, options and other rights of the Company may exercise such securities at a time when the Company would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the outstanding rights.

Future Sales of Common Shares by Existing Shareholders

Future Profits or Losses and Production Revenues and Expenses

19 | Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

be no assurance that the Company will generate any revenues or achieve profitability, nor can there be any assurance that the underlying assumed levels of expenses will prove to be accurate.

Labor and Employment Matters

Conflicts of Interest

These risk factors could materially affect the Company's future results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Financial and Disclosure Controls and Procedures

During the six months ended December 31, 2024, there has been no significant change in the Company's internal control over financial reporting since last year.

Outstanding Share Data

Authorized: Unlimited common shares without par value

Issued and Outstanding:

	Number of Shares
Balance as at December 31, 2024	54,830,900
	Number of Shares
Balance as at the Date of MD&A	54,830,900

Page

Allied Critical Metals Corp.
Management's Discussion and Analysis

Agent's Warrants:

As at December 31, 2024 and the date of the MD&A, the Company had 197,400 and 159,000 warrants issued and outstanding, respectively.

Special Warrants:

As at December 31, 2024, the Company had the following special warrants issued and outstanding but not yet vested:

(a) Borralha Special Warrants having a face value of $1,340,000, and
(b) Vila Verde Special Warrants with a face value of $2,680,000.

(See "Our Business" as to vesting conditions and terms of the special warrants)

Stock Options:

As at the date of the MD&A, the Company had 4,850,000 options outstanding, each allowing the holder to purchase one common share at $0.10 expiring April 12, 2029.

This MD&A has been approved by the Board effective March 18, 2025.

"Andrew Lee"
Director

"Roy Bonnell"
CEO and Director

Page

SCHEDULE E

FINANCIAL STATEMENTS OF PAN METALS UNIPESSOAL LDA.

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

(See attached)

PANMETALS UNIPESSOAL LDA

FINANCIAL STATEMENTS

For the Years Ended June 30, 2024 and 2023

Stated in Canadian Dollars

PANMETALS UNIPESSOAL LDA

INDEX TO THE FINANCIAL STATEMENTS

For the Years Ended June 30, 2024 and 2023

	Page
INDEPENDENT AUDITOR'S REPORT	1-2
FINANCIAL STATEMENTS
Statements of Financial Position	3
Statements of Loss and Comprehensive Loss	4
Statements of Changes in Shareholders' Deficit	5
Statements of Cash Flows	6
Notes to the Financial Statements	7-15

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Directors of
PanMetals, Unipessoal Lda

Opinion

We have audited the accompanying financial statements of PanMetals, Unipessoal Lda (the “Company”), which comprise the statements of financial position as at June 30, 2024 and 2023 and the statements of loss and comprehensive loss, changes in shareholders’ deficit, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2024 and 2023, and its financial performance and its cash flows in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates the Company had losses from inception of $1,875,649 and does not currently have the financial resources to sustain operations in the long-term. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Vancouver, Canada

February 17, 2025

Chartered Professional Accountants

PANMETALS UNIPESSOAL LDA

Statements of Financial Position

(Stated in Canadian dollars)

As at June 30, 2024 and 2023

	2024	2023
Assets
Current assets
Cash	$ 54,394	$ 33,779
Value-added taxes receivable	197,124	24,971
Total current assets	251,518	58,750
Cash held on deposit (Note 4)	175,908	173,340
Total assets	$ 427,426	$ 232,090

Liabilities and Shareholders' Deficit

Current liabilities
Accounts payable and accrued liabilities (Note 5)	$ 796,895	$ 20,629
Due to related parties (Note 7)	1,511,649	809,788
Total current liabilities	2,308,544	830,417
Shareholders' deficit
---	---	---
Share capital (Note 6)	1,510	1,510
Other accumulated comprehensive income	(6,979)	5,153
Deficit	(1,875,649)	(604,990)
Total shareholder's deficit	(1,881,118)	(598,327)
Total liabilities and shareholder's deficit	$ 427,426	$ 232,090

Nature of operations and continuance of business (Note 1)

Subsequent Event (Note 11)

Approved by:

"Joao Barros" (signed)

Director

The accompanying notes form an integral part of these financial statements

PANMETALS UNIPESSOAL LDA

Statements of Loss and Comprehensive Loss

(Stated in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

	2024	2023
Expenses
Exploration and evaluation expenses (Note 4)	$ 2,265,817	$ 86,212
Wages and benefits (Note 7)	284,270	81,299
General and administrative expenses	19,631	6,273
Professional fees	19,061	20,109
Loss (gain) on foreign exchange	-	(16,869)
	(2,588,779)	(177,024)
Other income
Gain on debt settlement (Note 7)	1,318,120	-
Loss for the year	(1,270,659)	(177,024)
Other comprehensive loss
Foreign currency translation adjustment	(12,132)	(32,795)
Loss and comprehensive loss	$(1,282,791)	$ (209,819)
Weighted average shares outstanding	1	1
Loss per share – basic and diluted	$ (1,270,659)	$ (177,024)

The accompanying notes form an integral part of these financial statements

PANMETALS UNIPESSOAL LDA

Statements of Changes in Shareholders' Deficit

(Stated in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

	Share Capital		Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total Shareholders' Deficit
	# of shares
Balance, June 30, 2022	1	$ 1,510	$ 37,948	$ (427,966)	$ (388,508)
Loss and comprehensive loss	-	-	(32,795)	(177,024)	(209,819)
Balance, June 30, 2023	1	1,510	5,153	(604,990)	(598,327)
Loss and comprehensive loss	-	-	(12,132)	(1,270,659)	(1,282,791)
Balance, June 30, 2024	1	$ 1,510	$ (6,979)	$ (1,875,649)	$ (1,881,118)

The accompanying notes form an integral part of these financial statements

PANMETALS UNIPESSOAL LDA

Statements of Cash Flows

(Stated in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

	2024	2023
Cash provided by (used in):
Operating activities
Loss	$ (1,270,659)	$ (177,024)
Gain on debt settlement	(1,318,120)	-
Change in non-cash working capital
Value-added taxes receivable	(171,748)	(9,615)
Accounts payable and accrued liabilities	775,784	(7,943)
Net cash used in operations	(1,984,743)	(178,696)
Financing activities
Advances from related parties	738,002	206,346
Advances by arm's length parties	1,266,850	-
Net cash provided from financing activities	2,004,852	206,346
Effect of exchange rate changes on cash	506	414
Increase in cash	20,615	28,064
Cash, beginning of year	33,779	5,715
Cash, end of year	$ 54,394	$ 33,779

No cash was paid for interest or taxes for the years ended June 30, 2024 and 2023.

The accompanying notes form an integral part of these financial statements

Page 7

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

PanMetals Unipessoal Lda. (the "Company") is an exploration company incorporated on November 20, 2018, under the laws of Portugal. The Company's head office and principal address is Rua José Eugemam Nr.90, Graga, Portugal.

On April 29, 2024, Allied Critical Metals Corp. ("ACM"), a Canadian corporation, acquired 100% of the equity capital of the Company through its wholly-owned Portuguese subsidiary, ACM Tungsten Unipessoal Lda. Pursuant to the purchase agreement (the "Acquisition Agreement"), ACM committed to complete a going public listing transaction, such as by a reverse takeover, three-cornered amalgamation plan of arrangement or similar listing wherein ACM will become a wholly-owned subsidiary of a company having its common shares listed and posted for trading on a Canadian stock exchange ("the Date of Lising").

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has incurred losses from inception of $1,875,649 and does not currently have the financial resources to sustain operations in the long-term. While the Company has been successful in obtaining its required funding for this year, there is no assurance that such future financing will be available or be available on favourable terms. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Continued operations of the Company are dependent on the Company's ability to receive financial support, necessary financing, or generate profitable operations in the future.

2. MATERIAL ACCOUNTING POLICY INFORMATION

Basis of presentation

These financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB") in effect at June 30, 2024.

The financial statements were approved by the Board of Directors as of February 17, 2025.

Use of accounting estimates and judgments

(i) Going concern

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

dependent on raising funds in order to have sufficient capital to be able to identify, evaluate and then acquire an interest in assets or a business.

(ii) The recoverability and measurement of deferred tax assets and liabilities

Financial instruments

Financial liabilities under IFRS 9 are generally classified and measured at fair value at initial recognition and subsequently measured at amortized cost.

Financial assets

Classification and measurement under IFRS 9, requires financial assets to be initially measured at fair value. In the case of a financial asset not categorized as fair value through profit or loss ("FVTPL"), transaction costs are included. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Subsequent classification and measurement of financial assets depends on the Company's business objective for managing the asset and the cash flow characteristics of the asset:

(i) Amortized cost – Financial assets held for collection of contractual cash flows that meet the SPPI test are measured at amortized cost. Interest income is recognized as Other income (expense) in the financial statements, and gains/losses are recognized in profit or loss when the asset is derecognized or impaired.

(iii) FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL.

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PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

The Company measures cash at amortized cost.

Financial instruments (continued)

Impairment of financial assets

An expected credit loss (ECL) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not in invested in equity instruments. The ECL model requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through the statement of loss and comprehensive loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. The Company's financial assets measured at amortized cost are subject to the ECL model.

Financial liabilities

(i) FVTPL Derivative financial instruments entered into by the Company that do not meet hedge accounting criteria are classified as FVTPL. Gains or losses on these types of financial liabilities are recognized in net income (loss). (ii) Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process.

(ii) Amortized cost – All other financial liabilities are classified as amortized cost using the effective interest method. Gains and losses are recognized in net income (loss) when the liabilities are derecognized as well as through the amortization process.

The Company measures accounts payable and accrued liabilities and due to related parties at amortized cost.

Classification of financial instruments

IFRS 7, Financial instruments: disclosures, establishes a fair value hierarchy that reflects the significance of inputs in measuring fair value as the following:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the assets or liability that are not based on observable market data

The classification of a financial instrument in the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

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PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

Exploration and evaluation expenditures

All cost incurred before the Company has obtained the legal rights to explore an area are charged to profit or loss. Upon acquiring the legal right to explore a mineral property (exploration and evaluation assets), all direct costs related to the acquisition of a mineral property are capitalized. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and the decision to proceed with development are recognized in profit or loss as incurred, net of recoveries.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within equipment. Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploration, or alternatively, the sale of the respective area of interest.

Taxes

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it does not recognize the asset. The Company has assessed that it is improbable that such assets will be realized and has accordingly not recognized a value for deferred taxes as at June 30, 2024 and 2023.

Related party transactions

10 | Page

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Foreign Currency Translation

The functional currency of the Company is the European Euro. Transactions denominated in foreign currencies are translated using the exchange rate in effect on the transaction date or at an average rate. Monetary assets and liabilities denominated in foreign currencies are translated using the historical rate on the date of the transaction. Foreign exchange gains and losses are included in profit or loss.

The reporting currency of the Company is the Canadian dollar. In translating the accounts from the European Euro to the Canadian dollar, the Company follows the guidelines under IAS 21, The Effects of Changes in Foreign Exchange Rates, whereby assets and liabilities are translated at the year-end exchange rate and related expenses at the average exchange rate for the year. Resulting translation adjustments are accumulated as a separate component of accumulated other comprehensive loss in the statement of shareholders' deficit.

3. RECENT ACCOUNTING PRONOUNCEMENTS AND ADOPTED POLICIES

4. EXPLORATION AND EVALUATION EXPENSES AND CASH HELD ON DEPOSIT

As at June 30, 2024, the Company owned a 90% interest in the Vila Verde Tungsten Project ("Vila Verde") located in Portugal which is comprised of a mineral license granted by the government of Portugal's Directorate General of Energy and Geology (the "DGEG"). Mineralia-Minas, Geotecnia e Contrucoes Limitada ("Mineralia") holds Vila Verde beneficially in trust for the Company. Upon Allied Critical Metals Corp. ("ACM") acquiring 100% ownership of the Company (the "Acquisition") on April 29, 2024 (the "Acquisition Date"), the Company acquired the remaining 10% interest in Vila Verde from Mineralia so that pursuant to a promissory transfer agreement (the "Promissory Transfer Agreement") effective April 29, 2024, Mineralia now holds 100% of Vila Verde beneficially in trust for the Company. Pursuant to a separate promissory transfer agreement (the "Dalmington Promissory Agreement") dated April 29, 2024 between the Company and Dalmington Investments Lda. ("Dalmington") and in connection with the Acquisition, the Company held 10% of Vila Verde beneficially in trust for Dalmington. Subsequent to June 30, 2024, Dalmington transferred its 10% interest in Vila Verde back to the Company for nominal consideration (Note 11). Under the Promissory Transfer Agreement, Mineralia will transfer registered title to Vila Verde to the Company as soon as commercially reasonably possible.

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Page 12

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

4. EXPLORATION AND EVALUATION EXPENSES AND CASH HELD ON DEPOSIT (continued)

Under the Dalmington Promissory Agreement and in connection with the Acquisition, the Company held 10% of Borralha beneficially in trust for Dalmington. Subsequent to June 30, 2024, Dalmington transferred its 10% interest in Borralha back to the Company for nominal consideration (Note 11). The terms of the Borralha mineral license include a 3% production royalty payable to the Government of Portugal, which payment may be waived in the event of financial difficulties of the licensee.

As of June 30, 2024, the Company held 10% of the Vila Verde and Borralha projects (collectively the "Tungsten Projects") beneficially in trust for Dalmington (the "Retained 10% Interest") under the Dalmington Promissory Agreement in connection with the Acquisition. The Company also granted Dalmington a 1% net smelter returns royalty (the "Retained 1% NSR") in connection with the Acquisition in respect of all production from the Tungsten Projects under a new smelter returns royalty agreement between Dalmington and the Company dated April 29, 2024. Subsequent to June 30, 2024, Dalmington transferred the Retained 10% Interest and the Retained 1% NSR back to the Company for nominal consideration so that, subsequent to June 30, 2024, the Company holds 100% of the Tungsten Projects with no Retained 1% NSR (Note 11).

The Company incurred the following exploration and evaluation expenses for the years ended June 30, 2024 and 2023:

For the Year Ended June 30		2024	2023
Geological expenditures
	Borralha	$ 2,165,891	$ 75,182
	Vila Verde	99,926	11,030
		$ 2,265,817	$ 86,212

Cash held on deposit is comprised of a non-interest bearing deposit of €120,000 (2024 - $175,908; 2023 - $173,340) requested by the DGEG to ensure compliance with the terms of the mineral rights for Borralha.

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company's accounts payable and accrued liabilities are non-interest bearing and detailed below:

For the Year Ended June 30		2024	2023
Trade accounts payable	$	781,895	$ -
Accrued liabilities		15,000	20,629
	$	796,895	$ 20,629

6. SHARE CAPITAL

Authorized: Unlimited number of common shares without par value.

Issued: As at June 30, 2024, the Company had 1 common share issued and outstanding. There were no transactions in the Company shares during the years ending June 30, 2024 and 2023.

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

7. RELATED PARTY TRANSACTIONS AND BALANCES

During the year ended June 30, 2024, the Company paid $17,587 (2023 - $35,662) for management fees to the President and Chief Operating Officer ("COO") of the Company included in wages and benefits. The Company has been advanced funds by Pan Iberia Limited (the former parent) and ACM (the current parent). The advances are unsecured and due on demand without interest or stated repayment terms. A summary of the amounts outstanding is as follows:

For the Year Ended June 30	2024	2023
Due to Pan Iberia Limited ("Pan Iberia")
Balance outstanding, beginning of year	$ 809,788	$ 558,316
Advances received	493,203	251,472
Advances extinguished¹	(1,318,120)	-
Effect of foreign exchange	15,129	-
Balance outstanding, end of year	-	809,788
Due to Allied Critical Metals Corp. ("ACM")
Advances received	1,511,649	-
Total due to related parties, end of year	$ 1,511,649	$ 809,788

¹ Pursuant to the Acquisition Agreement, ACM and Pan Iberia agreed to eliminate the Company's debt to Pan Iberia.

Mineralia and GMR Consultores Lda are owned or controlled by the COO of the Company and during the year ended June 30, 2024, those companies charged fees and expenses of $2,569,718 (2023-$173,737). As at June 30, 2024, accounts payable to those companies totaled $756,895 (2023-$nil).

8. RISK AND CAPITAL MANAGEMENT

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

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Page 14

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

8. RISK AND CAPITAL MANAGEMENT (continued)

Credit risk

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2024, the Company had a cash balance of $54,394 to settle current liabilities of $2,308,544. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Market risk

Interest rate risk

Price risk

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the European Euro, its functional currency. However, the Euro has been fairly stable when compared to the Canadian dollar. During the year, when compared to the Euro, the Canadian dollar decreased by approximately 1.5%. As at June 30, 2024, the Company had $1,551,649 (2023 - $810,561) of payables in foreign currencies.

Sensitivity analysis

As at June 30, 2024, and assuming all other variables remain constant, a 10% change in the foreign exchange rate against the Euro would result in an increase or decrease of $155,119 (2023 - $81,056) in the Company's loss and comprehensive loss.

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PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2024 and 2023

9. INCOME TAXES

The Company's income tax provision differs from that which would be expected from applying the Statutory rate of 31.5% to the net loss before income taxes as follows:

For the Year Ended June 30	2024	2023
Loss for the year	$ (1,270,659)	$ (177,024)
Expected income tax (recovery) at statutory rate	(400,300)	(57,200)
Effect of foreign exchange on income tax	(2,500)	-
Deferred tax assets not recognized	402,800	57,200
Income tax recovery recognized	$ -	$ -

The Significant components of the Company's unrecorded deferred assets and liabilities are as follows:

For the Year Ended June 30	2024	2023
Deferred tax assets
Non-capital loss carryforward	$ 606,400	$ 203,600
Valuation allowance	(606,400)	(203,600)
Deferred tax assets recognized	$ -	$ -

As at June 30, 2024, the Company has a loss carry-forward of approximately €1,313,000 with no expiry date (2023 - €447,000).

10. SEGMENT INFORMATION

The Company operates in one reportable segment being the exploration and evaluation on mineral properties. All of the Company's non-current assets are located in Portugal.

11. SUBSEQUENT EVENT

On December 3, 2024, the Company entered into an agreement with Dalmington wherein Dalmington agreed to transfer the Retained 10% Interest and the Retained 1% NSR back to the Company prior to the Date of Listing for nominal consideration. As a result, as of December 3, 2024, the Company holds a 100% beneficial interest in each of the Mineral Properties (Borralha and Vila Verde) free and clear of all royalties other than the 3% statutory Portuguese royalty.

SCHEDULE F

FINANCIAL STATEMENTS OF PAN METALS UNIPESSOAL LDA.

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

(See attached)

PANMETALS UNIPESSOAL LDA

FINANCIAL STATEMENTS

For the Years Ended June 30, 2023 and 2022

Stated in Canadian Dollars

PANMETALS UNIPESSOAL LDA

INDEX TO THE AUDITED FINANCIAL STATEMENTS

For the Years Ended June 30, 2023 and 2022

	Page
INDEPENDENT AUDITOR'S REPORT	3-4
FINANCIAL STATEMENTS
Statements of Financial Position	5
Statements of Loss and Comprehensive Loss	6
Statements of Changes in Deficit	7
Statements of Cash Flows	8
Notes to the Financial Statements	9-17

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Directors of
PanMetals, Unipessoal Lda

Opinion

We have audited the accompanying financial statements of PanMetals, Unipessoal Lda (the “Company”), which comprise the statements of financial position as at June 30, 2023 and 2022, and the statements of loss and comprehensive loss, changes in shareholders’ deficit, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and 2022, and its financial performance and its cash flows in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates the Company has incurred losses from inception of $604,990 and does not currently have the financial resources to sustain operations in the long-term. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Those charged with governance are responsible for overseeing the Company's financial reporting process.

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Vancouver, Canada

October 23, 2024

Chartered Professional Accountants

PANMETALS UNIPESSOAL LDA

Statements of Financial Position

(Stated in Canadian dollars)

As at June 30, 2023 and 2022

	2023	2022
Assets
Current assets
Cash	$ 33,779	$ 5,715
Value-added taxes receivable	24,971	14,316
Total current assets	58,750	20,031
Cash held on deposit (Note 4)	173,340	161,604
Total assets	$ 232,090	$ 181,635

Liabilities and Shareholders' Deficit

Current liabilities
Accounts payable and accrued liabilities (Note 5)	$ 20,629	$ 11,827
Due to related parties (Note 7)	809,788	558,316
Total current liabilities	830,417	570,143
Shareholders' deficit
Share capital (Note 6)	1,510	1,510
Other accumulated comprehensive income	5,153	37,948
Deficit	(604,990)	(427,966)
Total shareholder's deficit	(598,327)	(388,508)
Total liabilities and shareholder's deficit	$ 232,090	$ 181,635

Nature of operations and continuance of business (Note 1)

Subsequent event (Note 11)

Approved by:

"Joao Barros" (signed)

Director

The accompanying notes form an integral part of these financial statements

PANMETALS UNIPESSOAL LDA

Statements of Loss and Comprehensive Loss

(Stated in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

	2023	2022
Expenses
Wages and benefits (Note 7)	$ 81,299	$ 81,858
Loss (gain) on foreign exchange	(16,869)	20,823
Professional fees	20,109	-
Exploration and evaluation expenses (Note 4)	86,212	24,174
General and administrative expenses	6,273	5,459
	177,024	132,314
Loss for the year	(177,024)	(132,314)
Other comprehensive income (loss)
Foreign currency translation adjustment	(32,795)	33,263
Loss and comprehensive loss	$ (209,819)	$ (99,051)
Weighted average shares outstanding	1	1
Loss per share – basic and diluted	$ (209,819)	$ (99,051)

The accompanying notes form an integral part of these financial statements

PANMETALS UNIPESSOAL LDA

Statements of Changes in Shareholders' Deficit

(Stated in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

	Share Capital		Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total Shareholders' Deficit
	# of shares
Balance, June 30, 2021	1	$ 1,510	$ 4,685	$ (295,652)	$ (295,652)
Loss and comprehensive loss	-	-	33,263	(132,314)	(99,051)
Balance, June 30, 2022	1	1,510	37,948	(427,966)	(388,508)
Loss and comprehensive loss	-	-	(32,795)	(177,024)	(209,819)
Balance, June 30, 2023	1	$ 1,510	$ 5,153	$ (604,990)	$ (598,327)

The accompanying notes form an integral part of these financial statements

PANMETALS UNIPESSOAL LDA

Statements of Cash Flows

(Stated in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

	2023	2022
Cash provided by (used in):
Operating activities
Net loss	$ (177,024)	$ (132,314)
Change in non-cash working capital
Value-added taxes receivable	(9,615)	(9,380)
Accounts payable and accrued liabilities	(7,943)	11,827
Net cash used in operations	(178,696)	(129,867)
Financing activities
Advances from related parties	206,346	99,989
Net cash provided from financing activities	206,346	99,989
Effect of exchange rate changes on cash	414	(3,256)
Increase (decrease) in cash	28,064	(33,134)
Cash, beginning of year	5,715	38,849
Cash, end of year	$ 33,779	$ 5,715

The accompanying notes form an integral part of these financial statements

Page 9 | Page

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

PanMetals Unipessoal Lda. (the "Company") is an exploration company incorporated on November 20, 2018, under the laws of the country of Mauritius. The Company's head office and principal address is Rua José Eugemam Nr.90, Graga, Portugal.

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has incurred losses from inception of $604,990 and does not currently have the financial resources to sustain operations in the long-term. While the Company has been successful in obtaining its required funding for this year, there is no assurance that such future financing will be available or be available on favourable terms. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

2. MATERIAL ACCOUNTING POLICY INFORMATION

Basis of presentation

These financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB") in effect at June 30, 2023.

The financial statements were approved by the Board of Directors as of October 23, 2024.

Use of accounting estimates and judgments

(i) Going concern

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(ii) The recoverability and measurement of deferred tax assets and liabilities

Financial instruments

Financial liabilities under IFRS 9 are generally classified and measured at fair value at initial recognition and subsequently measured at amortized cost.

Financial assets

(iii) FVTPL – Financial assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL.

The Company measures cash at amortized cost.

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PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

Impairment of financial assets

Financial liabilities

The Company measures accounts payable and accrued liabilities and due to related parties at amortized cost.

Classification of financial instruments

IFRS 7, Financial instruments: disclosures, establishes a fair value hierarchy that reflects the significance of inputs in measuring fair value as the following:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the assets or liability that are not based on observable market data

The classification of a financial instrument in the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

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PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Financial instruments (continued)

Exploration and evaluation expenditures

Taxes

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it does not recognize the asset. The Company has assessed that it is improbable that such assets will be realized and has accordingly not recognized a value for deferred taxes as at June 30, 2023 and 2022.

Related party transactions

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

12 | Page

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Foreign Currency Translation

3. RECENT ACCOUNTING PRONOUNCEMENTS AND ADOPTED POLICIES

The Company adopted IAS 1 on January 12, 2023. This standard clarifies how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances. The adoption of this new standard did not impact the Company's financial statements.

4. EXPLORATION AND EVALUATION EXPENSES AND CASH HELD ON DEPOSIT

Cash held on deposit is comprised of a non-interest bearing deposit of €120,000 (2023 - $173,340; 2022 - $161,604) requested by the government of Portugal's Directorate General of Energy and Geology (the "DGEG") to ensure compliance with the terms of the mineral rights for the Vila Verde Tungsten Project ("Vila Verde"), one of two projects held beneficially in trust for the Company by Mineralia-Minas, Geotecnica E Contrucoes Limitada ("Mineralia").

On February 15, 2023, the Company formalized an agreement whereby it will officially acquire the two projects in northern Portugal, known as the Borralha Tungsten Project ("Borralha") and Vila Verde. Under the agreement with Pan Iberia Limited ("Pan Iberia") and Mineralia, the Company will become the beneficial owner of 100% of Borralha and 90% of Vila Verde upon the following terms:

100% of the Company being acquired directly or indirectly by a company whose shares are listed and posted for trading on a public stock exchange ("Pubco shares") on or before December 31, 2023 (the "Listing").
Payment of €125,000 to Mineralia in connection the Borralha mining license (the "License Expense"), and reimbursement to Pan Iberia for exploration expenditures incurred by Pan Iberia on behalf of the Company commencing on February 14, 2023 until the completion of the Listing to a maximum of US$500,000 (the "Exploration Expenditures"). The reimbursement for the License Expense and Exploration Expenditures shall be satisfied by issuing to the Vendor the corresponding number of Pubco shares (unless satisfied in cash or convertible debentures) at the Listing price on completion of the Listing transaction, wherein such convertible debentures bear

13 | Page

Page 14

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

4. EXPLORATION AND EVALUATION EXPENSES AND CASH HELD ON DEPOSIT (continued)

interest at 5% per annum for a term of 13 months and are convertible at the greater of the Listing price and the applicable market price.

5. PAYMENT OF US$300,000

Payment of US$300,000 for the purchase of the 1% net smelter returns royalty in respect of Borralha from the current owners of that royalty.

The Company will become the beneficial owner of the remaining 10% of Vila Verde upon payment of €60,000 payment to Mineralia as well as €25,000 will be payable by the Company to the DGEG upon issuance of an experimental exploitation license for Vila Verde, and an additional €250,000 will be payable by the Company to Mineralia upon issuance to the Company of the Exploitation Concession Agreement for Vila Verde by the DGEG as a reimbursement for license fees.

The Company incurred the following exploration and evaluation expenses for the years ended June 30, 2023 and 2022:

For the Year Ended June 30	2023	2022
Geological expenditures
Borralha	$ 75,182	$ 12,491
Villa Verde	11,030	11,683
	$ 86,212	$ 24,174

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company's accounts payable and accrued liabilities are non-interest bearing and detailed below:

For the Year Ended June 30	2023	2022
Trade accounts payable	$ -	$ 11,827
Accrued liabilities	20,629	-
	$ 20,629	$ 11,827

6. SHARE CAPITAL

Authorized: Unlimited number of common shares without par value.

Issued:

As at June 30, 2023, the Company had 1 common share issued and outstanding. There were no transactions in the Company shares during the years ending June 30, 2023 and 2022.

Page 15

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

7. RELATED PARTY TRANSACTIONS

During the year ended June 30, 2023, the Company paid $35,662 (2022 - $33,247) for management fees to an officer of the Company included in wages and benefits.

The Company has been advanced funds by Pan Iberia, a company with common management. The advances are unsecured and due on demand without interest or stated repayment terms. A recap of the amounts outstanding is as follows

For the Year Ended June 30	2023	2022
Balance outstanding, beginning of year	$ 558,316	$ 510,081
Advances	251,472	48,235
Balance outstanding, end of year	$ 809,788	$ 558,316

8. RISK AND CAPITAL MANAGEMENT

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2023, the Company had a cash balance of $33,779 to settle current liabilities of $830,417. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Market risk

Page 16

PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

8. RISK AND CAPITAL MANAGEMENT (continued)

Interest rate risk

The Company's financial assets exposed to interest rate risk consist of cash balances. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As at June 30, 2023, the Company did not have any investments in investment-grade short-term deposit certificates.

Price risk

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the European Euro and the British pound. During the year, when compared to the Euro, the British pound decreased by approximately 1%. As at June 30, 2023, the Company had approximately $810,561 (2022 - $558,910) of payables in British pounds.

Sensitivity analysis

As at June 30, 2023, and assuming all other variables remain constant, a 10% change in the foreign exchange rate against the Euro would result in an increase or decrease of approximately $81,056 (2022 - $55,891) in the Company's loss and comprehensive loss.

9. INCOME TAXES

The Company's income tax provision differs from that which would be expected from applying the Statutory rate of 31.5% to the net loss before income taxes as follows:

For the Year Ended June 30	2023	2022
Loss for the year	$ (177,024)	$ (132,314)
Expected income tax (recovery) at statutory rate	(57,200)	(41,700)
Deferred tax assets not recognized	57,200	41,700
Income tax recovery recognized	$ -	$ -

The Significant components of the Company's unrecorded deferred assets and liabilities are as follows:

For the Year Ended June 30	2023	2022
Deferred tax assets
Non-capital loss carryforward	$ 203,600	$ 146,400
Valuation allowance	(203,600)	(146,400)
Deferred tax assets recognized	$ -	$ -

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PANMETALS UNIPESSOAL LDA

Notes to the Financial statements

(Stated Amounts in Canadian dollars)

For the Years Ended June 30, 2023 and 2022

9. INCOME TAXES (continued)

As at June 30, 2023, the Company has a loss carry-forward of approximately €447,000 with no expiry date (2022 - €322,000).

10. SEGMENT INFORMATION

The Company operates in one reportable segment being the exploration and evaluation on mineral properties. All of the Company's non-current assets are located in Portugal.

11. SUBSEQUENT EVENTS

The Company became a party to the agreement (the "Acquisition Agreement") with Allied Critical Metals Corp. ("ACM") wherein ACM agreed to acquire from Pan Iberia Limited 100% of the Company as owner of 100% of the Borralha Project and 90% of the Vila Verde Project, which was further amended on November 30, 2023 and March 18, 2024. On April 29, 2024, ACM became 100% owner of the Company pursuant to the Acquisition Agreement.

The Acquisition Agreement was finalized on April 29, 2024 providing the Company the right to acquire the remaining 10% of the Vila Verde Project from Mineralia, and ACM completed its acquisition (the "Acquisition") of 100% ownership of the Company as a wholly-owned subsidiary of ACM held through ACM's 100% owned Portuguese subsidiary, ACM Tungsten Unipessoal Lda., and the Company then acquired the remaining 10% of the Vila Verde Project from Mineralia. Upon closing of the Acquisition on April 29, 2024, as consideration for the Acquisition, ACM caused the Company to grant a 1% net smelter returns royalty (the "1% NSR") in respect of the Borralha Project and the Vila Verde Project (collectively, the "Projects") to Dalmington Investments Lda. ("Dalmington") and to hold a 10% beneficial interest (the "10% Retained Interest") in the Borralha Project and Vila Verde Project beneficially in trust for Dalmington, as a carried non-participating interest that becomes participating upon commencement of commercial production from the Borralha and Vila Verde properties respectively, at which time ACM (or the Company on behalf of ACM) may acquire the 10% Retained Interest of the respective properties at a purchase price equal to a 30% discount to 10% of the net present values (using a discount rate of 7%) for the respective Tungsten Projects payable 30% in cash and 70% in shares of ACM (or its listed issuer parent company) at a share price equal to the 20-day volume weighted average price. Under the Acquisition, ACM (or the Company on behalf of ACM) may also acquire 50% of the 1% NSR for a cash purchase price equal to 70% of 1% of the combined net present value (using a 7% discount rate) of the Projects.

SCHEDULE G

MD&A OF PAN METALS UNIPESSOAL LDA. FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

(See attached)

PANMETALS UNIPESSOAL LDA.

Management's Discussion and Analysis

For the Years Ended June 30, 2024 and 2023

(Stated in Canadian dollars)

PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Introduction

This Management's Discussion & Analysis ("MD&A") was prepared as of February 17, 2025 to assist readers in understanding the financial performance of PanMetals Unipessoal Lda. (the "Company", "Pan Metals", "we", or "us") for the fiscal year ended June 30 2024, or fiscal 2024, and the fiscal year ended June 30, 2023, or fiscal 2023. It should be read together with the annual financial statements for the fiscal years ended June 30, 2024 and June 30, 2023 and the notes contained therein (the "Financial Statements"). Results are reported in Canadian dollars, unless otherwise noted. The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Cautionary Note Regarding Forward-Looking Information

Our Business

Pan Metals is an exploration company incorporated on November 20, 2018, under the laws of Portugal. The Company's head office and principal address is Rua José Eigenmann Nr.90, Braga, Portugal.

Pan Metals is a private company not listed on any exchange in Canada or elsewhere.

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

agreement (the "Promissory Transfer Agreement") effective April 29, 2024 (the "Acquisition Date") Minerália now holds 100% of Vila Verde beneficially in trust for the Company. Pursuant to a separate promissory transfer agreement (the "Dalmington Promissory Agreement") dated April 29, 2024 between the Company and Dalmington Investments Lda. ("Dalmington") and in connection with the Acquisition, the Company held 10% of Vila Verde beneficially in trust for Dalmington. On December 3, 2024, Dalmington transferred its 10% interest in Vila Verde back to the Company for nominal consideration. Under the Promissory Transfer Agreement, Minerália will transfer registered title to Vila Verde to the Company as soon as commercially reasonably possible and is in the process of doing so.

As at June 30, 2024, the Company owned a 90% interest in the Borralha Tungsten Project ("Borralha") located in Portugal which is comprised of an exploration rights concession granted by the DGEG under registry number C-167. Minerália holds Borralha beneficially in trust for the Company. Pursuant to the Promissory Transfer Agreement in connection with the Acquisition. Minerália is in the process of transferring registered title to Borralha to the Company as soon as commercially reasonably possible. Under the Dalmington Promissory Agreement and in connection with the Acquisition, the Company held 10% of Borralha beneficially in trust for Dalmington. On December 3, 2024, Dalmington transferred its 10% interest in Borralha back to the Company for nominal consideration. The terms of the Borralha mineral license include a 3% production royalty payable to the Government of Portugal, which payment may be waived in the event of financial difficulties of the licensee.

The Company incurred the following exploration and evaluation expenses for the years ended June 30, 2024 and 2023:

For the Year Ended June 30	2024	2023
Geological expenditures
Borralha	$ 2,165,891	$ 75,182
Villa Verde	99,926	11,030
	$ 2,265,817	$ 86,212

The Tungsten Projects

The Borralha Tungsten Project

Property Description, Location and Access

The Borralha Property surrounds the past producing Borralha tungsten and tin mine that is situated approximately 3 kilometres south of the Venda Nova Dam, 40 kilometres east of the city of Braga, or 100 kilometres northeast from the Francisco Sá Carneiro airport in the major city of Porto. It is owned beneficially in trust for Pan Metals by Minerália. Pursuant to an agreement dated effective April 29, 2024 (the "Property Agreement"), and Minerália holds the Borralha Property through a Mining Licence (C-167) granted by the DGEG of the Government of Portugal. Under the Property Agreement, Minerália holds title of the Borralha Property beneficially in trust for Pan Metals and has agreed to transfer the legal registration of the Mining License to Pan Metals by paying a final €125,000 licencing payment and committing to continue further exploration work on the Borralha Property. The Mining Licence is issued with the proviso that full scale mining will commence within a 5-year period commencing October 28, 2021 to October 28, 2026. Prior to full scale mining, a Definitive Feasibility Study ("DFS") and Environmental Impact Study ("EIS") needs to be completed to the satisfaction of the DGEG, but in the interim further exploration and pilot mining of up to 150,000 tonnes per annum is permitted.

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

History

The Borralha mine was discovered by Domingos Borralha when he found wolframite-bearing rocks on his land. In 1902, the mining concession was granted to the Compagnie de Mines d'Étain et Wolfram which in 1909 became the Mines de Borralha, SA Brussels and in 1914 became Mines de Borralha SA Paris. By 1910, the mine had become the largest tungsten source in the country. Mining continued almost uninterrupted from 1903 to 1985.

Production of wolframite and scheelite concentrates from at Borralha since 1904 until the mine's closing is estimated at about 18,500 tonnes, although this number is an approximate and certainly much less than the true value. The largest annual production was 1955 with 524.3 tonnes of concentrate, of which 44.39 tonnes came from mining vein structures situated north of the Borralha River and 58.37 tonnes from the open pit to the south on the Santa Helena Breccia ("SHB").

Exploration

No exploration work was carried out on the property since 1983 until Blackheath Resources Inc. optioned the property in 2011 from Minerália who then continued working on the project as the exploration contractor. Minerália collected available historical geological maps and old mining plans then digitized them. This work identified two exploration targets worthy of immediate interest, the under-exploited sub-horizontal veins north of Borralha River and the SHB south of the river. Minerália's early field work included surveying, geological mapping, establishment of a survey grid and soil geochemical sampling.

In 2012, Blackheath Resources excavated nine trenches across the SHB and collected channel samples at 5-metre intervals. This work was followed by the drilling of thirteen diamond drill holes, totalling 1,917.55 metres of mostly HQ-size. In 2013, two drill holes tested the sub-horizontal veins on the north side of Borralha River, and later in 2014 and 2017 eleven drill holes tested the mineralization of the SHB.

In 2023-24, ACM contracted Minerália to carry out re-analyses of the historical drill hole pulps, supervise a metallurgical testing program, and manage a drilling program that was comprised of 2 P-size diamond drill holes and 13 reverse circulation drill holes, totalling 3,685.4 metres.

The Vila Verde Tungsten Project

Property Description, Location and Access

The mineral exploration rights for Vila Verde covering an area of 1,400 hectares are in the process of being granted by the DGEG and transferred from Minerália to Pan Metals, further to a research and prospecting agreement with registry number MN/PP/014/13 entered into between DGEG and Minerália on July 22, 2013 which although expired will be converted into a mineral license under a concession agreement similar to the Borralha License (the "Vila Verde License"). The Vila Verde License is pending presentation of financial guarantees for approximately €250,000 and a corresponding work program. The Vila Verde License will permit pilot plant mining of up to 150,000 tonnes per year and exploration on the property. Within 5 years of the transfer and conversion of the Vila Verde License, Pan Metals may convert the license into an exploitation license by submitting an application to do so to the DGEG together with a DFS and EIA in respect of Vila Verde.

The Company plans to develop Vila Verde once the Borralha Project is in production.

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Expenditures incurred on the two properties to June 30, 2024:

	Total Expenditures Prior to July 1, 2021 $	Expenditures Year Ended June 30, 2022 $	Expenditures Year Ended June 30, 2023 $	Expenditures Year Ended June 30, 2024 $	Total Cumulative Expenditures to June 30, 2024 $
Borralha Property
Exploration	45,940	11,824	75,182	2,165,891	2,291,950
Wages and benefits	92,124	40,929	40,825	250,074	413,527
Rents	3,995	1,276	1,272	13,331	19,558
Office and other	1,752	1,291	372	-	3,596
Total	143,812	55,320	117,651	2,429,296	2,728,631
Vila Verde Project
Exploration	16,189	11,059	11,030	99,926	135,058
Wages and benefits	92,124	40,929	40,825	34,196	197,649
Rents	3,995	1,276	1,273	1,319	7,547
Total Vila Verde	112,308	53,264	53,128	135,441	340,254
Total expenditures	256,120	108,584	170,779	2,564,737	3,068,885

Corporate and General Matters

Joao Barros is the managing director of the Company. Mr. Barros has over 20 years of mining experience including green fields and near mine exploration, environmental impact studies for open pit and underground mine operations as well as mine development and operations. Mr. Barros was responsible for licensing the underground gold mine operation from exploration to development, for Minaport-Minas de Portugal, Lda, and the planning and execution of the exploration and licensing for Blackheath Resources (TXS: BHR), Borralha EML tungsten project. Currently, Mr. Barros is the President of Redcorp – Empreendimentos Mineiros, Lda. since 2008, and is responsible for managing, coordinating and executing the exploration works in the Lagoa Salgada VMS Project. He is also President of Ascendant Resources Inc. and a Member of the Portuguese Engineers Association.

See discussion below the Selected Annual Information table as to further description of the Company's financial condition and performance.

Selected Annual Information

	June 30, 2024 $	June 30, 2023 $
Total Revenue	-	-
Expenses	2,588,779	177,024
Net loss	(1,270,659)	(177,024)
Total assets	427,426	232,090

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Total long-term liabilities
Net loss per share
(basic and diluted)
- (1,270,659)
- (177,024)

During the year ended June 30, 2024, the Company incurred a loss of $1,270,659 as compared to a loss of $177,024 for the prior year, which represents an increase of $1,093,635. Furthermore, in fiscal 2024 Pan Metals incurred $2,588,779 in expenses, which represented an increase of $2,411,755 over the 2023 fiscal year. These results are a consequence of the terms of the Acquisition Agreement, wherein ACM was required to spend at least $1.2 million in expenditures on the properties. ACM was able to comply with this by advancing funds to Pan Metals, who recorded the expenditures in its operations.

Summary of Quarterly Results

The following table summarizes the results of operation for the eight recent quarters

For the three months ended	June 30, 2024 $	March 31, 2024 $	Dec 31, 2023 $	Sept 30, 2023 $
Expenses	646,579	926,632	666,669	348,899
Net income (loss)	671,540	(926,632)	(666,669)	(348,899)
Total assets	427,426	281,620	383,098	299,168
Net income (loss) per share and diluted loss per share	671,640	(926,632)	(666,669)	(348,899)
For the three months ended	June 30, 2023 $	March 31, 2023 $	Dec 31, 2022 $	Sept 30, 2022 $
Expenses (recovery)	109,518	22,919	22,437	22,807
Net income (loss)	(109,518)	(22,919)	(22,437)	(22,807)
Total assets	232,090	193,628	196,394	204,710
Net loss per share and diluted loss per share	(109,518)	(22,919)	(22,437)	(22,807)

During the three months ended June 30, 2024, the Company reported net income of $671,540 compared to a net loss of $926,632 for the previous quarter. The reason for the change was a recovery on debt settlement of $1,318,120 which arose effective April 29, 2024, when the debt to the previous owner was eliminated under the terms of the Acquisition Agreement. Exploration and evaluation expenditures of $557,240, wages of $69,911 and audit accrual of $19,061 were major expenditures during the quarter. There was also $368 in miscellaneous expenditures.

During the three months ended March 31, 2024, the Company reported a net loss of $926,632 compared to a loss of $666,669 for the previous quarter. Exploration and evaluation expenditures of $816,454 and wages of $102,433 were major expenditures. Other expenses were rents of $7,456 and $289 in miscellaneous.

During the three months ended December 31, 2023, the Company reported a net loss of $666,669 compared to a loss of $348,899 for the previous quarter. During this quarter, exploration and evaluation expenses were $585,551 and wages were $73,463. Rent expense was $3,647 and other miscellaneous expenses were $4,007.

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

During the three months ended September 30, 2023, the Company reported a net loss of $348,899 compared to a loss of $124,301 for the previous quarter. The major expenses were exploration and evaluation of $306,573 and wages of $38,462. Rent expense was $3,546 and other miscellaneous costs were $318.

During the three months ended June 30, 2023, the Company reported a net loss of $124,301 compared to a net loss of $7,479 for the previous quarter. The major expenses were exploration and evaluation expenditures of $59,078 and wages of $55,710. Other expenses were rent of $2,535 and miscellaneous costs of $3,738. There were late entries for audit fees of $20,109 as well as a foreign exchange recovery of $16,869. This is the first quarter that the expenditures were significantly affected by the requirement of ACM to spend $1.2 million on exploration and development. The expenses in this quarter are more than the other 3 quarters combined.

During the three months ended March 31, 2023, the Company reported a net loss of $7,479 compared to a loss of $22,437 for the previous quarter. Exploration and evaluation expenditures were $3,849 and wages were $3,630.

During the three months ended December 31, 2022, the Company reported a net loss of $22,437 compared to a loss of $22,807 for the previous quarter. Expenses in this quarter were very similar to the previous quarter. Exploration and evaluation expenses were $11,547 and wages were $10,889.

During the three months ended September 30, 2022, the Company reported a net loss of $22,807. Exploration and evaluation expenses were $11,738 and wages were a little lower at $11,069.

Results of Operations

During the year ended June 30, 2024 ("CY"), the Company incurred a loss of $1,270,659 as compared to a loss of $177,024 for the prior year ("PY"), representing an increase of $1,093,635. The two largest expenses in 2024 were exploration and evaluation expense - $2,265,817 (CY) compared to $86,212 (PY) and wages and benefits - $284,270 (CY) compared to $81,299 (PY). General and administrative expenses also increased in 2024 as they were $19,631 (CY) compared to $6,273 (PY). Professional fees were mostly constant - $19,061 (CY) compared to $20,109 (PY). The increase in expenses, especially exploration and evaluation expenses, were a result of the acquisition of the Company by ACM. As part of the Acquisition Agreement, ACM was required to spend at least €877,440 or $1,277,789 on exploration and evaluation, which it did by advancing funds to the Company who then contracted with third parties to provide services and hired staff to provide supervision and administration.

In PY the Company recovered $16,869 in foreign exchange. This arose as the previous owner, Pan Iberia Limited ("Pan Iberia") advanced funds recording some of the transaction in British pounds, although the funds received were usually Euros. During the year ended June 30, 2023, the British pound decreased by approximately 1%, giving rise to the gain on foreign exchange, as determined when calculating the intercompany debt between the Company and Pan Iberia.

In CY, there was a large gain on debt settlement of $1,318,120 arising out of the terms of the Acquisition Agreement. Specifically Pan Iberia agreed to exchange all of its advances to the Company for an auto convertible debenture of $821,520 issued by ACM, thus creating a gain between that number and the total value of funds it had advanced to that date.

On October 28, 2024, Deeprock Resources Inc. ("Deeprock") filed a geological technical report prepared in accordance with National Instrument 43-101 ("NI 43-101") in respect of Borralha, titled, Technical Report on the Borralha Property, Parish of Salto, District of Vila Real, Portugal" dated effective July 31, 2024 (the "Borralha Technical Report"), which discloses mineral resource estimates for Borralha. Deeprock also filed a technical report on October 28, 2024 in respect of Vila Verde titled, "Technical Report on the Vila Verde Property, District of Vila Real, Portugal" dated effective July 30, 2024 (the "Vila Verde Technical Report").

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Deeprock filed the technical reports in connection with the contemplated Listing Transaction. The technical reports detail the recommended work programs for the properties, which the Company intends to pursue.

Douglas Blanchflower, B.Sc. (Hons.), P.Geo., is an independent Qualified Person for the purposes of NI 43-101 and has reviewed and approved the scientific and technical information in this MD&A.

Liquidity, Financial Position and Capital Resources

The Company has not generated revenue from operations. The Company incurred a net loss of $1,270,659 for the year ended June 30, 2024 and as of that date the Company's accumulated deficit was $1,875,649. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financial resources to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These factors comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

As at June 30, 2024, the Company had a working capital deficit of $2,057,026, ($771,667 in 2023). The current assets consisted of cash in the amount of $54,394 ($33,779 in 2023) and value added tax receivable of $197,124, ($24,971 in 2023). Current liabilities total $2,308,544 in 2024 ($830,417 in 2023). There was no long term debt in either year.

The Company believes that the current capital resources are not sufficient to pay overhead expenses and to successfully carry out its business plan for exploration of the Borralha and Vila Verde properties. Furthermore, the Company is not expected to generate cash from its operations in the foreseeable future. As a result, the Company will have to rely on advances from its parent company, ACM, and loans and related party loans to fund ongoing operations and investments, which will rely upon capital raising activities of ACM. The ability of ACM to raise capital by issuance of shares, debt, or convertible securities, or loans, and will depend on market conditions and it may not be possible for ACM to issue shares or debt on acceptable terms or at all. ACM and the Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects. Accounts payable and accrued charges were $796,895 in 2024 ($20,629 in 2023). Due to related parties were $1,511,649 in 2024 and $809,788 in 2023. The balance owing in 2024 represents funds advanced by ACM, the current owner, while the balance owing in 2023 was due to Pan Iberia, the former owner.

As at June 30, 2024, the Company's parent company, ACM had a working capital deficit of $5,503,086, (working capital of $179,173 in 2023). The current assets consisted of cash in the amount of $192,802 ($281,158 in 2023), GST and VAT receivable of $209,089, ($5,090 in 2023) and prepaid expenses of $55,175 ($4,000 in 2023). Current liabilities total $5,960,152 in 2024 ($111,075 in 2023). There was no long term debt in 2023, but in 2024 the long term debt was $3,400,368. On July 29, 2024, November 24, 2024 and December 12, 2024, ACM amended its debt agreements with Pan Iberia Limited ("Pan Iberia") to reduce its current liabilities and improve its liquidity wherein Pan Iberia agreed that its long term debt is payable only subject to ACM having sufficient liquid resources to pay so as to avoid insolvency. Pan Iberia is the lender of all of ACM's long-term debt.

Transactions with Related Parties

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Company has been advanced funds by Pan Iberia Limited (the former parent) and ACM (the current parent). The advances are unsecured and due on demand without interest or stated repayment terms. A summary of the amounts outstanding is as follows:

For the Year Ended June 30	2024	2023
Due to Pan Iberia Limited ("Pan Iberia")
Balance outstanding, beginning of year	$ 809,788	$ 558,316
Advances received	493,203	251,472
Advances extinguished¹	(1,318,120)	-
Effect of foreign exchange	15,129	-
Balance outstanding, end of year	-	809,788
Due to Allied Critical Metals Corp. ("ACM")
Advances received	1,511,649	-
Total due to related parties, end of year	$ 1,511,649	$ 809,788

¹Pursuant to the Acquisition Agreement, ACM and Pan Iberia agreed to eliminate the Company's debt to Pan Iberia.

Mineralia and GMR Consultores Lda are owned or controlled by the managing director of the Company and during the year ended June 30, 2024, those companies charged fees and expenses of $2,569,718 (2023-$173,737). As at June 30, 2024, accounts payable to those companies totaled $756,895 (2023- $nil).

The above transactions were in the normal course of operations and are measured at the agreed amounts, which is the amount of consideration established and agreed to by the related parties.

Off-Balance Sheet Arrangement

The Company has no off-Balance Sheet arrangements.

Proposed Transactions

The Company is not currently contemplating any proposed asset or business acquisition or disposition.

Subsequent Events

On December 3, 2024, the Company entered into an agreement with Dalmington wherein Dalmington agreed to transfer the Retained 10% Interest and the Retained 1% NSR back to the Company prior to the Date of Listing for nominal consideration. As a result, as of December 3, 2024, the Company holds a 100% beneficial interest in each of the Mineral Properties (Borralha and Vila Verde) free and clear of all royalties other than the 3% statutory Portuguese royalty.

Critical Accounting Estimates

Significant Estimates and Assumptions

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

and future periods. Assumptions about the future and other sources of estimation and judgment uncertainty that management has made at the end of the reporting year, relate to:

(i) Going concern

The assessment of the Company's ability to execute its strategy by funding future working capital involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstance. There is material uncertainty regarding the Company's ability to continue as a going concern. The Company's principal source of cash from its parent company, ACM. ACM has entered into a best efforts agency agreement with Research Capital Corporation to raise gross proceeds of a minimum of $2,500,000 to a maximum of $5,000,000, which the parties have agreed will close in late January 2025. Although the Company and ACM expect to raise at least the minimum gross proceeds there is no certainty or assurance that ACM will do so.

(ii) Determination of functional currency

The Functional currency for each of the Company and its subsidiaries is the currency of the primary economic environment in which the entity operates. As the mineral properties are located in Portugal, the Company has determined the functional currency of the Company is the European Euro. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

(iii) The recoverability and measurement of deferred tax assets and liabilities

Changes in Accounting Policies

Issued but not yet effective, in April 2024, the International Accounting Standards Board (IASB) issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements. The standard will become effective January 1, 2027, with early adoption permitted. The Company is in the process of assessing the impact of this new standard on the Company's financial statements.

Financial Instruments and Other Instruments

The Company's financial instruments consist of cash accounts payable and accrued liabilities and amount due to related parties.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2024, the Company had a cash balance of $54,394 to settle current liabilities of $2,308,544. All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

Market risk

Interest rate risk

Price risk

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has transactions denominated in the European Euro, its functional currency. However, the Euro has been fairly stable when compared to the Canadian dollar. As at June 30, 2024, the Company had $1,551,649 (2023 - $810,561) of payables in foreign currencies. As at June 30, 2024, and assuming all other variables remain constant, a 10% change in the foreign exchange rate against the Euro would result in an increase or decrease of $155,119 (2023 - $81,056) in the Company's loss and comprehensive loss.

Business Risks

No Operating History of Revenue

The Company was incorporated on November 18, 2018 and has not commenced commercial operations. There is no guarantee that the Company will be able to commence commercial operations, generate revenues, or achieve profitability, and should operations commence, there can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future.

The Company has no history of earnings or paid any cash dividends, and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future.

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Exploration and Mining Risks

Factors beyond the Company's Control

Reliance on Independent Contractors

Additional Funding Required

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

to arrange for debt financing it could be exposed to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that the Company will be successful in overcoming these risks or any other problems encountered in connection with such financings. Failure to raise capital when needed would have a material adverse effect on the Company's business, financial condition, and results of operations.

Going Concern

Future Profits or Losses and Production Revenues and Expenses

Labor and Employment Matters

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PanMetals Unipessoal Lda.
Management's Discussion and Analysis

Conflicts of Interest

These risk factors could materially affect the Company's future results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Financial and Disclosure Controls and Procedures

During the year ended June 30, 2024, there has been no significant change in the Company's internal control over financial reporting since last year.

Outstanding Share Data

Authorized: 1 common share in the capital of the Company in the amount of €1,000.00.

Issued and Outstanding:

	Number of Shares (Quota)
Balance as at June 30, 2024	1
	Number of Shares (Quota)
Balance as at the Date of MD&A	1

Warrants and options

As at the date of this MD&A, the Company the Company does not have any warrants or options outstanding.

This MD&A has been approved by the Board effective February 17, 2025.

"Joao Barros"
Managing Director

14 | Page

SCHEDULE H

FINANCIAL STATEMENTS OF DEEPROCK MINERALS INC.

FOR THE YEARS ENDED NOVEMBER 30, 2024 AND 2023,

AND NOVEMBER 30, 2023 AND 2022

(See attached)

DEEPROCK MINERALS INC.

Financial Statements

For the Years Ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

SATURNAGROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Suite 1605, 1166 Alberni Street Vancouver, BC Canada V6E 3Z3

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of DeepRock Minerals Inc.

We have audited the financial statements of DeepRock Minerals Inc. (the "Company"), which comprise the statement of financial position as at November 30, 2024 and 2023, and the statements of operations and comprehensive loss, changes in shareholders' equity (deficit), and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company has not generated any revenues and incurred negative cash flow of $55,014 from operations during the year ended November 30, 2024 and, as of that date, the Company has a working capital deficit of $506,627 and an accumulated deficit of $5,385,012. As stated in Note 1 of the financial statements, these events or conditions along with other matters, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended November 30, 2024. These matters were addressed in the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section of the independent auditor's report, we have determined in the following matter described below to be a key audit matter to be communicated in our independent auditor's report:

Impairment of exploration and evaluation assets

Description of the matter

During the year ended November 30, 2024, the Company recorded an impairment loss of $192,000 on the carrying value of its exploration and evaluation assets.

Why the matter is a key audit matter

The determination of the carrying value of the Company's exploration and evaluation assets involves an assessment performed by management of factors that would indicate impairment loss in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources ("IFRS 6"). The assessment performed by management involves the use of significant judgement which could impact the carrying value of the Company's exploration and evaluation assets.

How the matter was addressed in the audit

The audit procedures that were performed on the key audit matter included, but was not limited, to the following:

obtaining and reviewing management’s assessment of impairment analysis, on a project basis, in accordance with IFRS 6;
independent confirmations with optionors to determine if the option agreements with the Company are in good standing as at November 30, 2024;
online confirmation of Company’s ownership of mineral property claims; and
testing and supporting the Company’s ability and intent to continue exploration activities on each individual project.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management’s Discussion and Analysis, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter of when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Henry Chow.

Saturna Group Chartered Professional Accountants LLP

Vancouver, Canada

March __, 2025

DEEPROCK MINERALS INC.
Statements of Financial Position
(Expressed in Canadian dollars)

	November 30, 2024 $	November 30, 2023 $
Assets
Current
Cash	623	15,637
Amounts receivable	5,020	22,251
Prepaid expense	15,000	–
Total current assets	20,643	37,888
Non-current assets
Investment in Allied Critical Metals Corp. (Note 3)	100,000	–
Exploration and evaluation assets (Note 4)	201,000	366,000
Total non-current assets	301,000	366,000
Total Assets	321,643	403,888
Liabilities
Current
Accounts payable and accrued liabilities	236,320	205,178
Due to related parties (Note 8)	294,420	169,503
Loan payable	8,650	8,650
Total liabilities	539,390	383,331
Shareholders’ Equity (Deficit)
Share capital (Note 6)	4,417,255	4,258,805
Share-based payment reserve (Note 5)	762,131	715,381
Deficit	(5,397,133)	(4,953,629)
Total shareholders’ equity (deficit)	(217,747)	20,557
Total Liabilities and Shareholders’ Equity (Deficit)	321,643	403,888

Nature of Business and Continuing Operations (Note 1)

Subsequent Event (Note 13)

Approved and authorized for issue by the Board of Directors on March 31, 2024:

"Andrew Lee"
Andrew Lee, Director

"Tom Christoff"
Tom Christoff, Director

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.
Statements of Operations and Comprehensive Loss
(Expressed in Canadian dollars)

	Year ended November 30,
	2024	2023
	$	$
Operating expenses
Consulting fees (Note 8)	137,184	120,049
Exploration expenditures (Note 4)	–	9,594
Impairment of exploration and evaluation assets (Note 4)	192,000	20,000
Investor relations	46,414	30,500
Office and miscellaneous	2,963	1,399
Professional fees	29,527	21,776
Rent (Note 8)	12,600	12,000
Transfer agent and filing fees	22,172	16,935
Travel	644	–
Total administrative and operating expenses	443,504	232,253
Net loss before other item	(443,504)	(232,253)
Other item
Write off of accounts payable	–	43,883
Total other item	–	43,883
Net loss and comprehensive loss	(443,504)	(188,370)
Basic and diluted net loss per common share	(0.00)	(0.00)
Weighted average number of common shares outstanding	94,181,154	87,667,977

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.
Statements of Changes in Shareholders' Equity (Deficit)
(Expressed in Canadian dollars)

	Share Capital		Share - based payment reserve	Share Subscriptions Receivable	Deficit	Total Shareholders' Equity (Deficit)
	Number of Shares	Amount $
Balance, November 30, 2022	77,130,580	3,855,455	532,231	528,000	(4,765,259)	150,427
Units issued for cash	12,210,000	427,350	183,150	(528,000)	–	82,500
Share issuance cost	–	(24,000)	–	–	–	(24,000)
Net loss for the year	–	–	–	–	(188,370)	(188,370)
Balance, November 30, 2023	89,340,580	4,258,805	715,381	–	(4,953,629)	20,557
Units issued for cash	7,000,000	105,000	35,000	–	–	140,000
Units issued to settle debt	2,350,000	32,250	11,750	–	–	47,000
Shares issued for exploration and evaluation assets	2,700,000	27,000	–	–	–	27,000
Share issuance cost	–	(8,800)	–	–	–	(8,800)
Net loss for the year	–	–	–	–	(443,504)	(443,504)
Balance, November 30, 2024	101,390,580	4,417,255	762,131	–	(5,397,133)	(217,747)

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.

Statements of Cash Flows

(Expressed in Canadian dollars)

Year ended November 30,
	2024
$	2023
$
Operating activities
Net loss	(443,504)	(188,370)
Adjustment for non-cash items:
Write off of accounts payable	–	(43,883)
Impairment of exploration and evaluation assets	192,000	20,000
Changes in non-cash working capital components:
Amounts receivable	17,231	28,193
Prepaid expense	(15,000)	–
Accounts payable and accrued liabilities	69,342	(35,613)
Due to related parties	124,917	134,736
Net cash used in operating activities	(55,014)	(84,937)
Investing activities:
Investment in Allied Critical Metals Corp.	(100,000)	–
Exploration and evaluation asset costs	–	(55,000)
Net cash used in investing activities	(100,000)	(55,000)
Financing activities
Proceeds from issuance of shares	140,000	82,500
Share issuance costs	–	(24,000)
Net cash provided by financing activities	140,000	58,500
Change in cash	(15,014)	(81,437)
Cash, beginning of year	15,637	97,074
Cash, end of year	623	15,637
Non-cash investing and financing activities
Share issuance costs included in accounts payable	8,800	–
Shares issued for exploration and evaluation assets	27,000	–
Units issued to settle debt	47,000	–

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years Ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

1. Nature of Business and Continuing Operations

1020647 B.C. Ltd. (the "Company" or "DeepRock") was incorporated on December 1, 2014 in the province of British Columbia pursuant to the British Columbia Business Corporations Act. On March 6, 2017, the Company changed its name to DeepRock Minerals Inc. On November 14, 2018, the Company completed its initial public offering and commenced trading on the Canadian Securities Exchange on November 16, 2018 under the symbol "DEEP". The Company is a mineral exploration and development company. The head office and principal office of the Company is located at Suite 615, 800 West Pender Street; Vancouver, BC V6C 2V6.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended November 30, 2024, the Company has not generated any revenues and has incurred negative cash flow of $55,014 from operations. As at November 30, 2024, the Company has a working capital deficit of $518,747 and an accumulated deficit of $5,397,133. The Company's ability to continue as a going concern is dependent upon its ability to generate and maintain future profitable operations or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern and such adjustments could be material.

2. Material Accounting Policy Information

(a) Statement of compliance and basis of presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") Accounting Standards as issued by the International Accounting Standards Board. The financial statements have been prepared on a historical cost basis. The financial statements are presented in Canadian dollars, which is the Company's functional currency.

(b) Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions, and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes could differ from these estimates.

Significant areas requiring the use of estimates include the carrying value of investment in Allied Critical Metals Corp., recoverability of exploration and evaluation assets, fair value of share-based compensation, and unrecognized deferred income tax assets.

The Company's assessment of whether the going concern assumption is appropriate requires management to evaluate all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company's ability to continue as a going concern.

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DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2024 and 2023 (Expressed in Canadian dollars)

2. Material Accounting Policy Information (continued)

(b) Use of estimates and judgments (continued)

The application of the Company's accounting policy for exploration and evaluation assets requires judgment in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The deferral policy requires management to make certain estimates and assumptions about future events or circumstances, in particular whether an economically viable extraction operation can be established. Estimates and assumptions made may change if new information becomes available.

(c) Exploration and evaluation expenditures

The Company records its interests in mineral properties and areas of geological interest at cost. All direct and indirect costs related to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the properties to which they relate are placed into production, sold, or management has determined there to be an impairment in value. These costs will be depleted using the unit-of-production method based on the estimated proven and probable reserves available on the related property following commencement of production.

The amounts shown for mineral properties represent costs, net of write-offs, option proceeds and recoveries, and do not necessarily reflect present or future value. Recoverability of these amounts will depend upon the existence of economically recoverable reserves, the ability of the Company to obtain financing necessary to complete development, and future profitable production. The Company reviews the carrying values of mineral properties when there are any events or change in circumstances that may indicate impairment. Where estimates of future cash flows are available, an impairment charge is recorded if the estimated undiscounted future net cash flows expected to be generated by the property is less than the carrying amount. An impairment charge is recognized by the amount by which the carrying amount of the property exceeds the fair value of the property.

(d) Mineral exploration and development costs

Exploration costs are charged to operations as incurred. When it has been established that a mineral deposit is commercially mineable and a decision has been made to formulate a mining plan (which occurs upon completion of a positive economic analysis of the mineral deposit), the costs subsequently incurred to develop the mine on the property prior to the start of the mining operations are capitalized.

(e) Reclamation and remediation provisions

The Company recognizes a provision for statutory, contractual, constructive, or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant, and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate used is a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability including risks specific to the countries in which the related operation is located.

When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in exploration and evaluation assets. These costs are depleted using either the unit of production or straight-line method depending on the asset to which the obligation relates.

The obligation is increased for the accretion and the corresponding amount is recognized as a finance expense. The obligation is also adjusted for changes in the estimated timing, amount of expected future cash flows, and changes in the discount rate. Such changes in estimates are added to or deducted from the related asset except where deductions are greater than the carrying value of the related asset in which case, the amount of the excess is recognized in the statement of operations.

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DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2024 and 2023 (Expressed in Canadian dollars)

2. Material Accounting Policy Information (continued)

(e) Reclamation and remediation provisions (continued)

Due to uncertainties concerning environmental remediation, the ultimate cost to the Company of future site restoration could differ from the amounts provided. The estimate of the total provision for future site closure and reclamation costs is subject to change based on amendments to laws and regulations, changes in technology, price increases, changes in interest rates, and as new information concerning the Company's closure and reclamation obligations becomes available.

(f) Financial instruments

Classification and measurement – initial recognition

On initial recognition, all financial assets and liabilities are classified and recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss ("FVTPL").

Classification and measurement – subsequent to initial recognition

Subsequent measurement of financial assets and liabilities depends on their classification and measurement basis.

Financial Assets

Subsequent to initial recognition, financial assets are measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss, depending on the business model in which a financial asset is managed and its contractual cash flow characteristics.

A financial asset is measured at amortized cost if both of the following conditions are met:

a) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset shall be measured at fair value through other comprehensive income if both of the following conditions are met:

a) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets that do not meet the above conditions are classified as fair value through profit or loss. The Company's cash is measured at amortized cost, and investment in Allied Critical Metals Corp. is measured at FVTPL.

Financial Liabilities

Subsequent to initial recognition, financial liabilities are measured at amortized cost, unless designated as fair value through profit or loss. The Company's accounts payable and accrued liabilities, amounts due to related parties and loan payable are measured at amortized cost.

Impairment of Financial Assets

The Company applies the ECL model to its financial assets measured at amortized cost. Under the ECL model, loss allowances are measured on either of the following bases:

12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and
lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2024 and 2023 (Expressed in Canadian dollars)

2. Material Accounting Policy Information (continued)

(f) Financial instruments (continued)

Upon recognition of a financial asset, 12-month ECLs are recognized in the statement of operations and a loss allowance is established. At each reporting date, if the credit risk associated with a financial asset has increased significantly and is not considered low, lifetime ECLs are recognized in the statement of operations.

(g) Impairment of Non-current assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rates that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statement of loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of operations

(h) Income taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

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DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2024 and 2023 (Expressed in Canadian dollars)

2. Material Accounting Policy Information (continued)

(i) Foreign currency translation

The functional and reporting currency is the Canadian dollar. Transactions denominated in foreign currencies are translated using the exchange rate in effect on the transaction date or at an average rate. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Foreign exchange gains and losses are included in the statement of operations.

(j) Share-based payments

The grant date fair value of share-based payment awards granted to employees is recognized as share-based compensation expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.

All equity-settled share-based payments are reflected in share-based payment reserve, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in share-based payment reserve is credited to share capital, adjusted for any consideration paid.

(k) Warrants

When the Company issues private placement units, the value attributed to the warrants is measured using the residual method. This method allocates value first to the more easily measurable component based on fair value and the residual to the less easily measurable component, if any. The Company considers the fair value of its shares to be the more easily measurable component and is value with reference to the market price. The residual value is attributed to the warrants and recorded as a separate component of equity.

(l) Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive. As at November 30, 2024, the Company had 16,885,000 (2023 - 41,585,000) potentially dilutive shares.

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DEEPROCK MINERALS INC.
Notes to the Financial Statements
Years ended November 30, 2024 and 2023
(Expressed in Canadian dollars)

2. Material Accounting Policy Information (continued)

(m) Recent accounting pronouncements

A number of new standards, and amendments to standards and interpretations have not been early adopted in preparing these financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 – Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The key new concepts introduced in IFRS 18 relate to the structure of the statement of earnings (loss), required disclosures in the financial statements for certain earnings or loss performance measures that are reported outside an entity's financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its financial statements.

Classification of liabilities as current or non-current (amendments to IAS 1, presentation of financial statements)

On January 23, 2020, an amendment was issued to IAS 1 to address inconsistencies with how entities apply the standards over classification of current and non-current liabilities. The amendment serves to address whether, in the statement of financial position, debt and other liabilities with an uncertain settlement should be classified as current or non-current. This amendment is effective for annual reporting periods commencing on or after January 1, 2024. The adoption of this amendment is not expected to have a material impact on the Company's financial statements.

Non-current liabilities with covenants (amendments to IAS 1)

The amendments to IAS 1 specify that only covenants with which an entity is required to comply on or before the reporting date affect the classification of a liability as current or non-current. In addition, an entity has to disclose information in the notes that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months. This amendment is effective for annual reporting periods commencing on or after January 1, 2024. The adoption of this amendment is not expected to have a material impact on the Company's financial statements.

3. Investment in Allied Critical Metals Corp.

On March 20, 2024, the Company signed an agreement with Allied Critical Metals Corp. ("ACM"), a company with a common director and officer, to acquire a 10% net profit stream from the Vila Verde Tungsten Tin Project ("Vila Verde") in Portugal for a period of ten years. Under the terms of the agreement, the Company's net profit stream from the Vila Verde project is to be the greater of: (i) 10% of net profits of the project; or (ii) $500,000 per year, commencing when the test plan is operating at an optimal level.

As consideration for the 10% net profit stream, the Company was to pay $1,000,000 to ACM by April 30, 2024, of which $200,000 was due on or before March 31, 2024. If the Company fails to make the investment to ACM by the due date, the Company will not earn the net profit stream and any investment made will be converted into common shares of ACM at $0.10 per common share.

During the year ended November 30, 2024, the Company made cash payments of $122,000 to ACM. In September 2024, by mutual agreement between the Company and ACM, $100,000 was converted into 1,000,000 common shares of ACM and the balance of $22,000 was returned to the Company on September 27, 2024.

As at November 30, 2024, the Company holds 1,000,000 (2023 – nil) common shares of ACM with a fair value of $100,000 (2023 - $nil). Refer to Note 13.

13 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

Exploration and Evaluation Assets

	Ralleau Property $	Golden Gate Property $	Lugar Property $	Esperança Property $	Total $
Acquisition costs:
Balance, November 30, 2022	187,000	129,000	15,000	–	331,000
Additions	–	–	–	55,000	55,000
Impairment	(20,000)	–	–	–	(20,000)
Balance, November 30, 2023	167,000	129,000	15,000	55,000	366,000
Additions	–	5,000	10,000	12,000	27,000
Impairment	(167,000)	–	(25,000)	–	(192,000)
Balance November 30, 2024	–	134,000	–	67,000	201,000

Exploration expenditures

	Ralleau Property $	Golden Gate and Lugar Property $	Esperança Property $	Total $
Balance, November 30, 2022	392,399	261,381	–	653,780
Geological expenditures	960	5,334	3,300	9,594
Balance, November 30, 2023, and 2024	393,359	266,715	3,300	663,374

Ralleau Property

On April 5, 2017 (as amended on March 15, 2018, June 30, 2018, April 20, 2020, and March 12, 2021), the Company entered into an option agreement with Madoro Metals Corp (formerly Megastar Development Corp.) ("Madoro"), whereby Madoro granted the Company the right to acquire a 50% interest in and to the Ralleau Property located in the Quevillon area of Quebec. On April 20, 2020, the agreement was amended to defer the $75,000 payment due on April 5, 2020 to December 31, 2020. As compensation for the extension, the Company issued 300,000 common shares to Madoro.

In order to acquire the 50% interest in the Ralleau Property, the Company is required to pay $75,000 and issue 1,700,000 common shares of the Company as follows:

$5,000 on or before the execution of this agreement (paid);
$5,000 and issue 600,000 common shares on the earlier of the exchange listing date or August 31, 2018 (paid and issued);
$5,000 and issue 200,000 common shares on or before April 5, 2018 (paid and issued);
$10,000 and issue 400,000 common shares on or before April 5, 2019 (paid and issued);
Issue 500,000 common shares on or before April 23, 2020 (issued); and
$50,000 on or before March 31, 2021 (paid).

14 | Page

DEEPROCK MINERALS INC.
Notes to the Financial Statements
Years ended November 30, 2024 and 2023
(Expressed in Canadian dollars)

4. Exploration and Evaluation Assets (continued)

Ralleau Property (continued)

In addition, the Company is required to incur a minimum of $250,000 of exploration expenditures on the Ralleau Property as follows:

$40,000 on or before May 30, 2017 (incurred);
$15,000 on or before July 31, 2017 (incurred);
$25,000 on or before October 31, 2018 (incurred);
$50,000 on or before April 5, 2019 (incurred); and
$120,000 on or before April 5, 2020 (incurred).

During the year ended November 30, 2023, the Company dropped 6 of the original 59 claims and recorded an impairment loss of $20,000 as a result of a decrease in the number of claims and area held by the Company.

During the year ended November 30, 2024, an impairment loss on the capitalized costs of $167,000 has been recorded as the Company dropped 17 of the 53 claims, and management was uncertain as to whether future exploration on the property will continue.

Golden Gate Property

On June 24, 2019, the Company entered into an option agreement with George Willett ("Optionor") to acquire a 100% interest in 13 mineral claims situated in Gloucester County, Bathurst Mining Division, New Brunswick (the "Golden Gate Property"). In order to acquire the 100% interest, the Company is required to pay $170,000, issue 200,000 common shares of the Company, and incur $220,000 in exploration expenditures as follows:

Cash and share payments:

Issue 200,000 common shares within 15 days of the approval of the agreement (issued);
Pay $30,000 on or before August 22, 2020 (paid);
Pay $40,000 on or before August 22, 2021 (paid);
Pay $50,000 on or before August 22, 2022; (paid) and
Pay $50,000 on or before August 22, 2023.

At the Company's discretion, 50% of the cash payments can be paid out in shares based on the average share price of the last 10 trading days prior to the day the payment is made.

Exploration work commitment schedule:

$40,000 in accumulated exploration expenditure on or before August 22, 2020 (incurred);
$90,000 in accumulated exploration expenditure on or before August 22, 2021 (incurred);
$150,000 in accumulated exploration expenditure on or before August 22, 2022 (incurred); and
$220,000 in accumulated exploration expenditure on or before August 22, 2023 (incurred).

On December 22, 2020, the Company and the Optionor agreed to restructure the payment originally due on August 22, 2020 for $33,000, of which $11,000 was due prior to December 31, 2020 (paid), $11,000 was due on or before January 31, 2021 (paid), and $11,000 was due on or before March 1, 2021 (paid).

On April 17, 2024, the agreement was amended whereby the Company will achieve full earn-in-status by making a cash payment of $50,000 and issuing 500,000 shares (issued) to the optionor.

The option agreement is subject to a 2% net smelter return ("NSR"), of which the Company can purchase 1% of the NSR for $500,000.

15 | Page

DEEPROCK MINERALS INC.
Notes to the Financial Statements
Years ended November 30, 2024 and 2023
(Expressed in Canadian dollars)

4. Exploration and Evaluation Assets (continued)

Lugar Property

On July 22, 2021, the Company entered into an option agreement with Gerard Roy and Rose Hannan to acquire a 100% interest in the Lugar Property, a mineral claim package comprising 112 contiguous claim blocks that adjoin and surround the northern border of the Company's Golden Gate Project.

The Company's option to acquire a 100% interest in the Property over a 4-year period consist of cash payments of $120,000, and minimum accumulative expenditures of $225,000 in exploration work in accordance with the following schedule:

Pay $5,000 within 5 days of the agreement's execution date (paid);
Pay $10,000 (paid) and incur minimum expenditures of $25,000 (incurred) by July 22, 2022;
Pay $25,000 and incur minimum expenditures of $25,000 by July 22, 2023;
Pay $35,000 and incur minimum expenditures of $75,000 by July 22, 2024; and
Pay $45,000 and incur minimum expenditures of $100,000 by July 22, 2025.

The vendor retains a 1.25% NSR and the Company has an option to purchase 0.5% of the NSR for $1,000,000. The Company has the option to purchase the remaining 0.75% of the NSR at any time from the vendor at an agreed upon price.

On April 17, 2024, an agreement was reached whereby the Company will acquire 100% interest in the property through a cash payment of $105,000 and the issuance of 1,000,000 shares (issued) to the optionor, with no further exploration expenditure requirements.

During the year ended November 30, 2024, an impairment loss on the capitalized costs of $25,000 has been recorded as the agreement with the optionor was in default due to the balance owing of $105,000 from the amended agreement. Although the Company is committed to rectifying the default status with the optionor, the outstanding balance requires further financing of which the Company has no assurance that it can complete.

Esperança Property

On February 9, 2023, the Company entered into an option agreement with BHBC Exploração Mineral Ltda. and RTB Geologia E Mineração Ltda ("BHBC") to acquire a 100% interest in the Esperança Property, located in Brazil's Minas Gerais State, for cash payments of $100,000, issuance of 200,000 common shares of the Company, and minimum accumulative exploration expenditures of $200,000 in accordance with the following schedule:

Pay $25,000 within 5 days of the agreement's execution date (paid);
Issue 100,000 shares within 5 days of the agreement's execution date (issued);
Pay $25,000 (paid) and issue 100,000 shares due October 1, 2023 (issued);
Incur $200,000 in exploration expenditures before September 20, 2024; and
Pay $50,000 before September 20, 2025.

On July 2, 2024, the option agreement was amended whereby the minimum accumulative expenditures were reduced to $100,000 to be incurred by March 31, 2025, and the Company agreed to issue an additional 1,000,000 shares (issued).

The vendor retains a 2% NSR and the Company has an option to purchase 1% of the NSR for $500,000.

16 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

5. Share Capital

Authorized: 500,000,000 common shares without par value.

Year ended November 30, 2024:

a) On September 27, 2024, the Company issued 2,700,000 common shares with a fair value of $27,000 for option payments relating to the Company's exploration and evaluation assets.

b) On June 12, 2024, the Company completed a non-brokered offering of 7,000,000 units at a price of $0.02 per unit for proceeds of $140,000. Each unit consisted of one common share of the Company and one-half of one share purchase warrant, where each whole warrant entitles the holder to purchase an additional common share at an exercise price of $0.06 per share until June 12, 2026. Included in the offering was the issuance of 1,500,000 units to a officers and directors of the Company for proceeds of $30,000. As part of the unit offering under the residual method, the Company allocated $35,000 to the share purchase warrants, which is recorded in share-based payment reserve, and incurred finders' fees of $8,800.

c) On June 12, 2024, the Company issued 2,350,000 units at $0.02 per unit to settle $47,000 of amounts due to an officer and director of the Company. Each unit consisted of one common share of the Company and one-half of one transferable share purchase warrant, where each whole warrant entitles the holder to purchase an additional common share at an exercise price of $0.06 per share until June 12, 2026. As part of the unit offering under the residual method, the Company allocated $11,750 to the share purchase warrants, which is recorded in share-based payment reserve.

Year ended November 30, 2023:

d) On January 19, 2023, the Company completed a non-brokered offering for 12,210,000 units at a price of $0.05 per unit for proceeds of $610,500. Each unit consisted of one common share of the Company and one transferable share purchase warrant, where each warrant entitles the holder to purchase an additional common share at a price of $0.06 per share expiring on January 19, 2025. Included in the offering was the issuance of 1,800,000 units to officers of the Company for proceeds of $90,000. As part of the unit offering under the residual method, the Company allocated $183,150 to the share purchase warrants, which is recorded in share-based payment reserve, and paid finders' fees of $24,000.

6. Share Purchase Warrants

The following table summarizes the continuity of the Company's share purchase warrants:

	Number of warrants	Weighted average exercise price $
Balance, November 31, 2022	29,385,000	0.06
Issued	12,210,000	0.06
Balance, November 30, 2023	41,595,000	0.06
Issued	4,675,000	0.06
Expired	(29,385,000)	0.06
Balance, November 30, 2024	16,885,000	0.06

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

6. Share Purchase Warrants (continued)

As at November 30, 2024, the following share purchase warrants were outstanding:

Number of warrants	Number of years remaining	Exercise Price $	Expiry date
12,210,000	0.1	0.06	January 19, 2025
4,675,000	1.5	0.06	June 13, 2026
16,885,000	0.5	0.06

7. Stock Options

The Company has adopted an incentive stock option plan (the "Option Plan") which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the applicable stock exchange's requirements, grant to directors, officers, employees and consultants to the Company, non-transferable options to purchase common shares. Pursuant to the Option Plan, the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares of the Company. Options granted under the Option Plan can have a maximum exercise term of 10 years from the date of grant. Vesting terms will be determined at the time of grant by the Board of Directors.

The following tables summarize the continuity of the Company's stock options:

	Number of options	Weighted average exercise price $
Outstanding, November 30, 2022	5,000,000	0.10
Expired	(5,000,000)	0.10
Outstanding, November 30, 2023, and 2024	–	–

8. Related Party Balances and Transactions

As at November 30, 2024 and 2023, the following amounts were due to related parties:

	2024 $	2023 $
Owing to a company controlled by the Chief Executive Officer (“CEO”)	152,434	103,767
Owing to a company controlled by the Chief Financial Officer (“CFO”)	89,736	59,736
Owing to a company controlled by a former director	6,000	6,000
Owing to Allied Critical Metals Inc., a company with a common director and officer	46,250	–
Total owing to related parties	294,420	169,503

During the years ended November 30, 2024 and 2023, the Company incurred the following transactions with related parties:

	2024 $	2023 $
Consulting fees to a company controlled by the CEO	60,000	60,000
Consulting fees to a company controlled by the current CFO	48,000	48,000
Rent to a company controlled by the CEO	11,000	12,000
Total expenses for related parties	119,000	120,000

18 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

9. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital and share-based payment reserve.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company's overall strategy with respect to capital risk management remains unchanged from the year ended November 30, 2023.

10. Financial Instruments and Risk Management

Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - valuation based on quoted prices in active markets for identical assets or liabilities;
Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, amounts due to related parties, and loan payable, approximate their carrying values due to the relatively short-term maturity of these instruments.

Assets and liabilities measured at fair value on a recurring basis were presented on the Company's statement of financial position as at November 30, 2024 as follows:

	Fair Value Measurements Using
	Quoted prices in active markets for identical instruments (Level 1) $	Significant other observable inputs (Level 2) $	Significant unobservable e inputs (Level 3) $	Carrying Amount $
Investment in Allied Critical Metals Corp.	-	100,000	-	100,000

Credit Risk

Credit risk is the risk of potential loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits its exposure to credit risk by only investing cash with high-credit quality financial institutions. The carrying amount of these financial assets represents the maximum credit exposure.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Foreign Exchange Rate Risk

The Company is not currently exposed to significant foreign exchange rate risk.

19 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

10. Financial Instruments and Risk Management (continued)

Interest Rate Risk

The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

Price Risk

The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

11. Segmented Information

The Company operates in the mineral exploration and development industry and has two geographic segments, being Canada and Brazil.

November 30, 2024

	Canada $	Brazil $	Total $
Exploration and evaluation assets	134,000	67,000	201,000
November 30, 2023
	Canada $	Brazil $	Total $
Exploration and evaluation assets	311,000	55,000	366,000

12. Income Taxes

The tax effect (computed by applying the Canadian federal and provincial statutory rates) of the significant temporary differences, which comprise of deferred income tax assets and liabilities, are as follows:

	2024 $	2023 $
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	(120,000)	(51,000)
Tax effect of:
Permanent differences and other	–	(6,000)
True up of prior year differences	–	34,000
Change in unrecognized deferred income tax assets	120,000	23,000
Income tax provision	–	–

The significant components of deferred income tax assets and liabilities are as follows:

	2024 $	2023 $
Deferred income tax assets
Non-capital losses carried forward	708,000	642,000
Share issuance costs	6,000	5,000
Exploration and evaluation assets	644,000	591,000
Total gross deferred income tax assets	1,358,000	1,238,000
Unrecognized deferred income tax assets	(1,358,000)	(1,238,000)
Net deferred income tax asset	–	–

20 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

12. Income Taxes (continued)

As at November 30, 2024, the Company has non-capital losses carried forward of $2,623,370 which are available to offset future years' taxable income. These losses expire as follows:

	$
2035	6,881
2036	11,024
2037	135,356
2038	258,519
2039	484,642
2040	305,612
2041	561,660
2042	438,545
2043	176,187
2044	244,944
	2,623,370

The Company also has available mineral resource related expenditure pools totalling $2,583,224, which may be deducted against future taxable income on a discretionary basis.

13. Subsequent Events

The Company entered into two agreements, the Arrangement Agreement and the Amalgamation Agreement, with Allied Critical Metals Corp. (ACM) on October 23, 2024, which are subject to approval by the Canadian Securities Exchange, and remain outstanding as at November 30, 2024:

Arrangement Agreement

Under the Arrangement Agreement, the Company will incorporate a wholly owned-subsidiary, Revelations Mineral Inc. ("RMI") and transfer to it all of its assets and liabilities as a spin-out transaction, and it will then transfer all of RMI's issued and outstanding common shares to its current shareholders in a pro rata proportion to their ownership.

On January 21, 2025, the Company received final approval from the Supreme Court of British Columbia approving the Arrangement Agreement with ACM. The completion of the Arrangement Agreement remains outstanding subject to receipt of all necessary approvals, including final acceptance by the Canadian Securities Exchange.

Amalgamation Agreement

Pursuant to the Arrangement Agreement and subject to completion of the spin-out, the Company will complete a Reverse-Take-Over ("RTO") whereby ACM and RMI will amalgamate and continue the business of ACM and the securityholders of ACM will become securityholders of the Company as a three-cornered amalgamation. Under the Amalgamation Arrangement, the following will occur:

a. The Company will consolidate all of its common shares issued and outstanding on a 40-to-1 basis, and change its name to "Allied Critical Metals Inc."

b. The Company will consolidate its share purchase warrants issued and outstanding on a 40-to-1 basis.

c. The Company will incorporate a wholly-owned subsidiary, RMI.

d. ACM will complete a private placement, as a condition for the amalgamation, between $1,500,000 to $7,500,000. Each unit will be comprised of one ACM common share and one-half of one whole ACM share purchase warrant, exercisable within 24 months from the date of issuance. On March 26, 2025, ACM completed its private placement for 23,000,000 units at $0.20 per unit for gross proceeds of $4,600,000.

21 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2024 and 2023

(Expressed in Canadian dollars)

13. Subsequent Events (continued)

e. RMI will amalgamate with ACM into an amalgamated subsidiary ("Amalco"), wherein the shareholders of ACM will receive common shares of the Company in exchange for their common shares of ACM on a one-for-one basis.

f. The Company will then vertically amalgamate with Amalco and the amalgamated resulting issuer (the "Resulting Issuer") will then continue its existence to the Cayman Islands.

As at November 30, 2024, both the Arrangement Agreement and Amalgamation Agreement was subject to closing conditions and remain outstanding.

22 | Page

DEEPROCK MINERALS INC.

Financial Statements

For the Years Ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

SATURNAGROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Suite 1605, 1166 Alberni Street Vancouver, BC Canada V6E 3Z3

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of DeepRock Minerals Inc.

We have audited the financial statements of DeepRock Minerals Inc. (the "Company"), which comprise the statement of financial position as at November 30, 2023 and 2022, and the statements of operations and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company has not generated any revenues and incurred negative cash flow of $84,937 from operations during the year ended November 30, 2023 and, as of that date, the Company has a working capital deficit of $345,443 and an accumulated deficit of $4,953,629. As stated in Note 1 of the financial statements, these events or conditions along with other matters, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended November 30, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Except for the matter described in the Material Uncertainty Related to Going Concern section of our report, we have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

2 | Page

The engagement partner on the audit resulting in this independent auditor's report is Henry Chow.

SATURNA GROUP LLP

Saturna Group Chartered Professional Accountants LLP

Vancouver, Canada

April 2, 2024

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DEEPROCK MINERALS INC.
Statements of Financial Position
(Expressed in Canadian dollars)

	November 30, 2023 $	November 30, 2022 $
Assets
Current
Cash	15,637	97,074
Amounts receivable	22,251	50,444
Total Current Assets	37,888	147,518
Exploration and evaluation assets (Note 3)	366,000	331,000
Total Assets	403,888	478,518
Liabilities
Current
Accounts payable and accrued liabilities (Note 8)	374,681	319,441
Loan payable (Note 4)	8,650	8,650
Total Liabilities	383,331	328,091
Shareholders’ Equity
Share capital (Note 5)	4,258,805	3,855,455
Share-based payment reserve (Note 5)	715,381	532,231
Share subscriptions received (Note 5)	–	528,000
Deficit	(4,953,629)	(4,765,259)
Total Shareholders’ Equity	20,557	150,427
Total Liabilities and Shareholders’ Equity	403,888	478,518

Nature of Business and Continuing Operations (Note 1)
Subsequent Event (Note 13)

Approved and authorized for issue by the Board of Directors on April 2, 2024:

"Andrew Lee"
Andrew Lee, Director

"Tom Christoff"
Tom Christoff, Director

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.
Statements of Operations and Comprehensive Loss
(Expressed in Canadian dollars)

| | For the year ended
November 30, | |
| --- | --- | --- |
| | 2023
$ | 2022
$ |
| Operating expenses | | |
| Consulting fees (Note 8) | 120,049 | 302,121 |
| Exploration expenditures (Note 3) | 9,594 | 142,137 |
| Impairment of exploration and evaluation assets (Note 3) | 20,000 | 1,625,000 |
| Investor relations | 30,500 | 34,685 |
| Office and miscellaneous | 1,399 | 2,383 |
| Professional fees | 21,776 | 15,153 |
| Rent (Note 8) | 12,000 | 12,000 |
| Transfer agent and filing fees | 16,935 | 18,066 |
| Travel | – | 25,266 |
| Total administrative and operating expenses | 232,253 | 2,176,811 |
| Net loss before other item | (232,253) | (2,176,811) |
| Other item | | |
| Write off of accounts payable | 43,883 | – |
| Net loss and comprehensive loss for the year | (188,370) | (2,176,811) |
| Basic and diluted net loss per common share | (0.00) | (0.03) |
| Weighted average number of common shares outstanding | 87,667,977 | 76,936,512 |

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.
Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)

	Share Capital		Share - based payment reserve $	Share Subscriptions Receivable $	Deficit $	Total Shareholders' Equity $
	Number of Shares	Amount $
Balance, November 30, 2021	74,845,580	3,729,780	532,231	–	(2,588,448)	1,673,563
Flow-through units issued for cash	2,285,000	125,675	–	–	–	125,675
Share subscriptions received	–	–	–	528,000	–	528,000
Net loss for the year	–	–	–	–	(2,176,811)	(2,176,811)
Balance, November 30, 2022	77,130,580	3,855,455	532,231	528,000	(4,765,259)	150,427
Units issued for cash	12,210,000	427,350	183,150	(528,000)	–	82,500
Finder’s fees paid in cash	–	(24,000)	–	–	–	(24,000)
Net loss for the year	–	–	–	–	(188,370)	(188,370)
Balance, November 30, 2023	89,340,580	4,258,805	715,381	–	(4,953,629)	20,557

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.

Statements of Cash Flows

(Expressed in Canadian dollars)

For the year ended November 30,
	2023	2022
	$	$
Operating activities
Net loss	(188,370)	(2,176,811)
Adjustment for non-cash items:
Write off of accounts payable	(43,883)	–
Impairment of exploration and evaluation assets	20,000	1,625,000
Changes in non-cash working capital components:
Amounts receivable	28,193	(18,951)
Accounts payable and accrued liabilities	99,123	82,292
Net cash used in operating activities	(84,937)	(488,470)
Investing activities:
Exploration and evaluation asset costs	(55,000)	(80,000)
Net cash used in investing activities	(55,000)	(80,000)
Financing activities
Proceeds from issuance of shares	82,500	125,675
Share subscriptions received	–	528,000
Share issuance costs	(24,000)	–
Net cash provided by financing activities	58,500	653,675
Change in cash	(81,437)	85,205
Cash, beginning of the year	97,074	11,869
Cash, end of the year	15,637	97,074

(The accompanying notes are an integral part of these financial statements)

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years Ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

1. Nature of Business and Continuing Operations

1020647 B.C. Ltd. (the "Company" or "DeepRock") was incorporated on December 1, 2014 in the province of British Columbia pursuant to the British Columbia Business Corporations Act. On March 6, 2017, the Company changed its name to DeepRock Minerals Inc. On November 14, 2018, the Company completed its initial public offering and commenced trading on the Canadian Securities Exchange on November 16, 2018 under the symbol "DEEP". The Company is a mineral exploration and development company. The head office and principal office of the Company is located at Suite 1518, 800 West Pender Street; Vancouver, BC V6C 2V6.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended November 30, 2023, the Company has not generated any revenues and has incurred negative cash flow of $84,937 from operations. As at November 30, 2023, the Company has a working capital deficit of $345,443 and an accumulated deficit of $4,953,629. The Company's ability to continue as a going concern is dependent upon its ability to generate and maintain future profitable operations or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern and such adjustments could be material.

2. Significant Accounting Policies

(a) Statement of compliance and basis of presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. The financial statements have been prepared on a historical cost basis. The financial statements are presented in Canadian dollars, which is the Company's functional currency.

(b) Use of estimates and judgments

Significant areas requiring the use of estimates include the recoverability of exploration and evaluation assets, and unrecognized deferred income tax assets.

8 | Page

DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(b) Use of estimates and judgments (continued)

(c) Exploration and evaluation expenditures

(d) Mineral exploration and development costs

(e) Reclamation and remediation provisions

The Company recognizes a provision for statutory, contractual, constructive, or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant, and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired, and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate used is a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability including risks specific to the countries in which the related operation is located.

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DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(e) Reclamation and remediation provisions (continued)

(f) Financial instruments

Classification and measurement – initial recognition

Classification and measurement – subsequent to initial recognition

Subsequent measurement of financial assets and liabilities depends on their classification and measurement basis.

Financial Assets

A financial asset is measured at amortized cost if both of the following conditions are met:

A financial asset shall be measured at fair value through other comprehensive income if both of the following conditions are met:

Financial assets that do not meet the above conditions are classified as fair value through profit or loss. The Company's cash is measured at amortized cost.

Financial Liabilities

Impairment of Financial Assets

The Company applies the ECL model to its financial assets measured at amortized cost. Under the ECL model, loss allowances are measured on either of the following bases:

12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and
lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(f) Financial instruments (continued)

(g) Income taxes

Current income tax

Deferred income tax

(h) Foreign currency translation

(i) Share-based payments

11 | Page

DEEPROCK MINERALS INC. Notes to the Financial Statements Years ended November 30, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(i) Share-based payments (continued)

(j) Flow-through shares

The resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian tax legislation. On issuance, the premium recorded on the flow-through share, being the difference in price over a common share with no tax attributes, is recognized as a liability. As expenditures are incurred, the deferred income tax liability associated with the renounced tax deductions is recognized through the statement of operations with a pro-rata portion of the deferred premium.

(k) Warrants

(l) Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive. As at November 30, 2023, the Company had 41,595,000 (2022 – 34,385,000) potentially dilutive shares.

(m) Reclassification

Certain financial statement accounts have been reclassified in the current year to conform to current accounting policies.

(n) Recent accounting pronouncements

The Company early adopted the amended IAS 1, Presentation of Financial Statements, which requires entities to disclose their material accounting policy information, instead of significant accounting policies. The amendments are effective for annual reporting periods beginning on or after January 1, 2023, with early application permitted. The early adoption of IAS 1 did not result in a material impact to the Company's financial statements.

Certain other pronouncements have been issued by the IASB, or the IFRS Interpretations Committee that are not mandatory for the current period and have not been early adopted. Management has assessed that there are no future accounting pronouncements that are expected to have a material impact on the Company in the current or future reporting periods.

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DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

3. Exploration and Evaluation Assets

	Ralleau Property $	Golden Gate Property $	Lugar Property $	Esperança Property $	Total $
Acquisition costs:
Balance, November 30, 2021	187,000	59,000	5,000	-	251,000
Additions	-	70,000	10,000	-	80,000
Balance, November 30, 2022	187,000	129,000	15,000	-	331,000
Additions	-	-	-	55,000	55,000
Impairment	(20,000)	-	-	-	(20,000)
Balance November 30, 2023	167,000	129,000	15,000	55,000	366,000

During the year ended November 30, 2022, the Company recorded an impairment loss of $1,350,000 on the Romanium Property and $275,000 on the Dragon Valley Property as the Company has no intention of continuing work on those properties.

Exploration expenditures

The Lugar property is shown separately for acquisition purposes. However, it is combined with the Golden Gate Property for purposes of presenting exploration expenditures.

	Ralleau Property $	Golden Gate and Lugar Property $	Romanium Property $	Esperança Property $	Total $
Balance, November 30, 2021	392,399	119,244	9,802	-	521,445
Geological expenditures	-	142,137	-	-	142,137
Balance, November 30, 2022	392,399	261,381	9,802	-	663,582
Licenses	960	5,334	-	3,300	9,594
Balance, November 30, 2023	393,359	266,715	9,802	3,300	673,176

Ralleau Property

In order to acquire the 50% interest in the Ralleau Property, the Company is required to pay $75,000 and issue 1,700,000 common shares of the Company as follows:

$5,000 on or before the execution of this agreement (paid);
$5,000 and issue 600,000 common shares on the earlier of the exchange listing date or August 31, 2018 (paid and issued);

13 | Page

DEEPROCK MINERALS INC.
Notes to the Financial Statements
Years ended November 30, 2023 and 2022
(Expressed in Canadian dollars)

3. Exploration and Evaluation Assets (continued)

Ralleau Property (continued)

$5,000 and issue 200,000 common shares on or before April 5, 2018 (paid and issued);
$10,000 and issue 400,000 common shares on or before April 5, 2019 (paid and issued);
Issue 500,000 common shares on or before April 23, 2020 (issued); and
$50,000 on or before March 31, 2021 (paid).

In addition, the Company is required to incur a minimum of $250,000 of exploration expenditures on the Ralleau Property as follows:

$40,000 on or before May 30, 2017 (incurred);
$15,000 on or before July 31, 2017 (incurred);
$25,000 on or before October 31, 2018 (incurred);
$50,000 on or before April 5, 2019 (incurred); and
$120,000 on or before April 5, 2020 (incurred).

Golden Gate Property

Cash and share payments:

Issue 200,000 common shares within 15 days of the approval of the agreement (issued);
Pay $30,000 on or before August 22, 2020 (paid);
Pay $40,000 on or before August 22, 2021 (paid);
Pay $50,000 on or before August 22, 2022; (paid) and
Pay $50,000 on or before August 22, 2023.

As at November 30, 2023, the Company owes $50,000 with respect to the final option payment and is currently in discussions with the Optionor with respect to the outstanding option payment.

At the Company's discretion, 50% of the cash payments can be paid out in shares based on the average share price of the last 10 trading days prior to the day the payment is made.

Exploration work commitment schedule:

$40,000 in accumulated exploration expenditure on or before August 22, 2020 (incurred);
$90,000 in accumulated exploration expenditure on or before August 22, 2021 (incurred);
$150,000 in accumulated exploration expenditure on or before August 22, 2022 (incurred); and
$220,000 in accumulated exploration expenditure on or before August 22, 2023 (incurred).

The option agreement is subject to a 2% net smelter return ("NSR"), of which the Company can purchase 1% of the NSR for $500,000.

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DEEPROCK MINERALS INC.
Notes to the Financial Statements
Years ended November 30, 2023 and 2022
(Expressed in Canadian dollars)

3. Exploration and Evaluation Assets (continued)

Romanium Property

On November 18, 2020, the Company entered into a purchase and sale agreement with S.C. Romanium Metal SRL ("Romanium Metals") a Romanian company, to acquire a 100% interest in a land package situated in the Apuseni Mountains of western Romania's Bihor County ("Romanium Property") for $300,000 and the issuance of 15,000,000 common shares of the Company as follows:

$150,000 within 10 days of the agreement ($10,000 was paid on or before November 30, 2020 and the balance of $140,000 was paid subsequent to November 30, 2020.;
Issue 15,000,000 common shares upon execution of the agreement (issued);
The balance of $150,000 in cash by the 10th business day following the closing of an equity financing of at least $250,000 in gross proceeds (paid).

In the event that the Company is able to establish or prove, in accordance with the National Instrument 43-101, one million tonnes of mineral resources in the "Inferred" category in the Romanium Property, the Company will issue an additional 10,000,000 common shares to Romanium Metals.

The agreement is subject to a 2% net smelter returns (NSR) royalty with the option of the Company to purchase one half of the NSR royalty from the vendor for $1,000,000.

As at November 30, 2022, an impairment loss on the capitalized costs of $1,350,000 has been recorded as the Company has not received permits for exploration, has not budgeted for any future exploration, and was uncertain as to whether future exploration on the property will be performed.

Dragon Valley Property

On August 31, 2021 the Company entered into an agreement with Augustine Trading Professionals SRL ("Augustine") to acquire 100% interest in a exploration property located in Romania's northern Apuseni Mountains, approximately 5 km NE from the Company's Romanium Property. The Company is required to:

Make a cash payment of $275,000 on signing (paid); and
Issue 9,000,000 common shares when the exploration license is granted to the Company;

The Company will issue an additional 9,000,000 common shares to Augustine upon the acceptance for filing of an independent resource estimate of no less than 1,000,000 ounces of gold with a minimum cut-off grade of 1 gpt in accordance with NI 43-101. The agreement is subject to a 2% NSR royalty with the option of the Company to purchase 1% of the NSR for $1,000,000.

As at November 30, 2022, an impairment loss on the capitalized costs of $275,000 has been recorded as the Company has not received permits for exploration, had not budgeted for any future exploration, and was uncertain as to whether future exploration on the property will be performed.

Lugar Property

Pay $5,000 within 5 days of the agreement's execution date (paid);
Pay $10,000 (paid) and incur minimum expenditures of $25,000 (incurred) by July 22, 2022;
Pay $25,000 and incur minimum expenditures of $25,000 by July 22, 2023;
Pay $35,000 and incur minimum expenditures of $75,000 by July 22, 2024; and
Pay $45,000 and incur minimum expenditures of $100,000 by July 22, 2025.

15 | Page

DEEPROCK MINERALS INC.
Notes to the Financial Statements
Years ended November 30, 2023 and 2022
(Expressed in Canadian dollars)

3. Exploration and Evaluation Assets (continued)

Lugar Property (continued)

As at November 30, 2023, the Company owes $25,000 in option payments and the agreement is in default. The Company is currently working with the optionor to rectify the outstanding option payment.

Esperança Property

On February 8, 2023, the Company entered into an option agreement with BHBC Exploração Mineral Ltda. and RTB Geologia E Mineração Ltda ("BHBC") to acquire a 100% interest in the Esperança Property, located in Brazil's Minas Gerais State, for cash payments of $100,000, issuance of 200,000 common shares of the Company, and minimum accumulative exploration expenditures of $200,000 in accordance with the following schedule:

Pay $25,000 within 5 days of the agreement's execution date (paid);
Issue 100,000 shares within 5 days of the agreement's execution date (not issued – waiting for BHBC on instructions to register the shares);
Pay $25,000 (paid) and issue 100,000 shares due October 1, 2023 (not issued – waiting for BHBC on instructions to register the shares);
Incur $200,000 in exploration expenditures before September 20, 2024; and
Pay $50,000 before September 20, 2025.

The vendor retains a 2% NSR and the Company has an option to purchase 1% of the NSR for $500,000. As part of the acquisition, the Company paid a finder's fee of $5,000 to a non-related party.

4. Loan Payable

As at November 30, 2023, the Company owed $8,650 (2022 - $8,650) to a non-related party which is non-interest bearing, unsecured, and due on demand.

5. Share Capital

Authorized: 500,000,000 common shares without par value.

Shares issued during the year ended November 30, 2023:

On January 19, 2023, the Company completed a non-brokered offering for 12,210,000 units at a price of $0.05 per unit for proceeds of $610,500. Each unit consisted of one common share of the Company and one transferrable share purchase warrant, where each warrant entitles the holder to purchase an additional common share at a price of $0.06 per share expiring on January 19, 2025. Included in the offering was the issuance of 1,600,000 units to officers of the Company for proceeds of $80,000. As part of the unit offering under the residual method, the Company allocated $183,150 to the share purchase warrants, which is recorded in share-based payment reserve, and paid finders' fees of $24,000.

Shares issued during the year ended November 30, 2022:

On December 31, 2021, the Company issued 2,285,000 flow-through units of the Company at $0.055 per unit for proceeds of $125,675. Each flow-through unit consisted of one flow-through common share and one share purchase warrant which entitles the holder to purchase an additional (non flow-through) common share at $0.07 per share expiring on December 31, 2023. As a result of the unit offering, it was determined that the fair value of the stand-alone common share within the flow-through unit was below the market price on the date of issuance, and there was no flow-through share premium..

16 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

Share Capital (continued)

As at November 30, 2022, the Company received subscription proceeds of $528,000 relating the a non-brokered offering that closed in January 2023.

Share Purchase Warrants

The following table summarizes the continuity of the Company's share purchase warrants:

	Number of warrants	Weighted average exercise price $
Balance, November 30, 2021	27,100,000	0.06
Issued	2,285,000	0.07
Balance, November 30, 2022	29,385,000	0.06
Issued	12,210,000	0.06
Balance, November 30, 2023	41,595,000	0.06

As at November 30, 2023, the following share purchase warrants were outstanding:

Number of warrants	Number of years remaining	Exercise Price $	Expiry date
2,285,000	0.08	0.06	December 31, 2023
27,100,000	0.18	0.06	February 4, 2024
12,210,000	1.14	0.07	January 19, 2025
41,595,000	0.47	0.06

Stock Options

The following tables summarize the continuity of the Company's stock options:

	Number of options	Weighted average exercise price $
Outstanding, November 30, 2021 and 2022	5,000,000	0.10
Expired	(5,000,000)	0.10
Outstanding, November 30, 2023	–	–

17 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

8. Related Party Balances and Transactions

As at November 30, 2023 and 2022, the following amounts due to related parties were included in accounts payable and accrued liabilities:

	2023 $	2022 $
Owing to a company controlled by the Chief Executive Officer (“CEO”)	103,767	16,767
Owing to a company controlled by the Chief Financial Officer (“CFO”)	59,736	12,000
Owing to a company controlled by a director	6,000	6,000
Total owing to related parties	169,503	34,767

During the years ended November 30, 2023 and 2022, the Company incurred the following transactions with related parties:

	2023 $	2022 $
Consulting fees to a company controlled by the CEO	60,000	60,000
Consulting fees to a company controlled by the current CFO	48,000	42,000
Consulting fees to a company controlled by a director	-	7,500
Rent to a company controlled by the CEO	12,000	12,000
Total expenses for related parties	120,000	121,500

9. Capital Management

10. Financial Instruments and Risk Management

Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - valuation based on quoted prices in active markets for identical assets or liabilities;
Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, and loan payable, approximate their carrying values due to the relatively short-term maturity of these instruments.

18 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

10. Financial Instruments and Risk Management (continued)

Credit Risk

Liquidity Risk

Foreign Exchange Rate Risk

The Company is not currently exposed to significant foreign exchange rate risk.

Interest Rate Risk

The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

Price Risk

11. Segmented Information

The Company operates in the mineral exploration and development industry and has two geographic segments, being Canada and Brazil.

November 30, 2023

	Canada $	Brazil $	Total $
Exploration and evaluation assets	311,000	55,000	366,000
November 30, 2022
	Canada $	Brazil $	Total $
Exploration and evaluation assets	331,000	–	331,000

19 | Page

DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

12. Income Taxes

	2023 $	2022 $
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	(51,000)	(588,000)
Tax effect of:
Permanent differences and other	(6,000)	(35,000)
True up of prior year differences	34,000	–
Change in unrecognized deferred income tax assets	23,000	623,000
Income tax provision	–	–

The significant components of deferred income tax assets and liabilities are as follows:

	2023 $	2022 $
Deferred income tax assets
Non-capital losses carried forward	642,000	595,000
Share issuance costs	5,000	3,000
Exploration and evaluation assets	591,000	617,000
Total gross deferred income tax assets	1,238,000	1,215,000
Unrecognized deferred income tax assets	(1,238,000)	(1,215,000)
Net deferred income tax asset	–	–

As at November 30, 2023, the Company has non-capital losses carried forward of $2,378,426 which are available to offset future years' taxable income. These losses expire as follows:

	$
2035	6,881
2036	11,024
2037	135,356
2038	258,519
2039	484,642
2040	305,612
2041	561,660
2042	438,545
2043	176,187
	2,378,426

The Company also has available mineral resource related expenditure pools totalling $2,556,224, which may be deducted against future taxable income on a discretionary basis.

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DEEPROCK MINERALS INC.

Notes to the Financial Statements

Years ended November 30, 2023 and 2022

(Expressed in Canadian dollars)

13. Subsequent Events

(a) On March 20, 2024, the Company signed an agreement with Allied Critical Metals Corp. ("ACM") to acquire a 10% net profit stream of the Vila Verde Tungsten Tin Project ("Vila Verde") in Portugal, a test plant that processes stockpiled tungsten mineralized material, for a period of ten years. Under the terms of the agreement, the Company's revenues from the project be the greater of: (i) 10% of net profits of the project; or (ii) $500,000 per year, commencing when the test plan is operating at an optimal level.

As consideration for the 10% net profit stream, the Company will pay $1,000,000 to ACM by April 30, 2024. If the Company fails to make the payment within the deadline, ACM has a right to convert the balance owing into common shares of the Company at a conversion price of $0.10 per share. The agreement is subject to a final signed definitive agreement, as well as applicable securities laws and the policies of the Canadian Stock Exchange.

(b) On March 20, 2024, the Company announced its intention to complete a non-brokered private placement of up to 25,000,000 units at $0.02 per unit for proceeds of $500,000. Each unit is comprised of one common share and one-half of one share purchase warrant, where each full share purchase warrant is exercisable into an additional common share at $0.06 per share for a period of two years from the date of issuance. The private placement is expected to close in April 2024. As of the date of this report, the Company has received subscription commitments of 4,750,000 units for proceeds of $95,000.

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SCHEDULE I

MD&A OF DEEPROCK MINERALS INC. FOR THE YEARS ENDED NOVEMBER 30, 2024 AND 2023

(See attached)

DeepRock Minerals Inc.

Management’s Discussion and Analysis

For the year ended November 30, 2024

(Stated in Canadian Dollars)

DeepRock Minerals Inc.
Management's Discussion and Analysis

Introduction

This Management's Discussion & Analysis ("MD&A") was prepared as of March 31, 2025 to assist readers in understanding DeepRock Minerals Inc. (the "Company", "DeepRock", "we", or "us") financial performance for the year ended November 30, 2024. This MD&A should be read together with the annual audited financial statements for the year ended November 30, 2024 and the notes contained therein (the "Financial Statements"). Results are reported in Canadian dollars, unless otherwise noted. The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Further information about the Company can be obtained from www.sedar.com.

Cautionary Note Regarding Forward-Looking Information

This MD&A includes certain forward-looking statements or information. All statements other than statements of historical fact included in this MD&A including statements relating to the potential mineralization or geological merits of the Company's mineral properties and the future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include among other things, statements regarding future commodity pricing, estimation of mineral reserves and resources, timing and amounts of estimated exploration expenditures and capital expenditures, costs and timing of the exploration and development of new deposits, success of exploration activities, permitting timelines, future currency exchange rates, requirements for additional capital, government regulation of mining operations, environmental risks, anticipated reclamation expenses, timing and possible outcome of pending litigation, timing and expected completion of property acquisitions or dispositions, and title disputes. They may also include statements with respect to the Company's mineral discoveries, plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information.

Our Business

DeepRock is a mining property exploration and development company whose common shares trade on the Canadian Securities Exchange ("CSE"). On March 6, 2017, the Company changed its name to DeepRock Minerals Inc. On November 14, 2018, the Company completed its initial public offering ("IPO") dated July 24, 2018 and became a reporting issuer. On November 16, 2018, the Company commenced trading under the trading symbol "DEEP". The Company was incorporated as a private company by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on December 1, 2014.

The head office and principal office of the Company is located at Suite 615, 800 West Pender Street, Vancouver, BC V6C 2V6.

Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Ralleau Property

In order to acquire the 50% interest in the Ralleau Property, the Company is required to pay $75,000 and issue 1,700,000 common shares of the Company as follows:

$5,000 on or before the execution of this agreement (paid);
$5,000 and issue 600,000 common shares on the earlier of the exchange listing date or August 31, 2018 (paid and issued);
$5,000 and issue 200,000 common shares on or before April 5, 2018 (paid and issued);
$10,000 and issue 400,000 common shares on or before April 5, 2019 (paid and issued);
Issue 500,000 common shares on or before April 23, 2020 (issued); and
$50,000 on or before March 31, 2021 (paid).

In addition, the Company is required to incur a minimum of $250,000 of exploration expenditures on the Ralleau Property as follows:

$40,000 on or before May 30, 2017 (incurred);
$15,000 on or before July 31, 2017 (incurred);
$25,000 on or before October 31, 2018 (incurred);
$50,000 on or before April 5, 2019 (incurred);
and $120,000 on or before April 5, 2020 (incurred).

If the exploration expenditures incurred are less than the amount of the exploration expenditures required to be incurred in any period, the Company may at its option pay the deficiency to Madoro within sixty days after the end of such period in order to maintain the Option in good standing.

On April 20, 2020, the Company entered into an amended agreement to extend the $75,000 payment due on April 5, 2020 to December 31, 2020 and the issuance of 500,000 common shares to on or before April 23, 2020 (issued). In consideration for the extension, the Company issued 300,000 common shares due on or before April 23, 2020 (issued).

As at November 30, 2024, the Company has accumulated $393,359 in exploration expenditures on its mineral property located in the Quevillon area of Quebec. The exploration expenditures incurred to this date are in connection with the surveying and sampling of the property, preparation of the 43-101 report, maintenance payments, drilling and net of the Quebec mining tax credit.

During the 2023 fiscal year, 6 claims were dropped from the original 59 claims staked. The Company recorded an impairment loss of $20,000 as a result of the decrease in the number of claims and area held by the Company.

Golden Gate Gold Project

On June 24, 2019, the Company entered into an option agreement with George Willett ("Optionor") to acquire a 100% interest in 13 mineral claims in Eastern Canada. The Golden Gate project is in Gloucester county, about 11 kilometres northwest of Bathurst, New Brunswick, locally known as the Falls Grid. Access to the gold project is very easy via paved road off Highway No. 11. Likewise, access to the historic work undertaken on the project is in close proximity, within one kilometre north of the main access road.

3 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Under the terms of the option agreement, the Company agreed to pay the optionor $170,000 in cash, issue 200,000 shares to the optionor, and undertake $220,000 of exploration/development work within four years. Fifty percent of the cash payments may be made in shares at the discretion of the Company at the time of payment. The terms are as follows:

Cash and share payments:
- Issue 200,000 common shares within 15 days of the approval of the agreement (issued);
- Pay $30,000 on or before August 22, 2020 (paid);
- Pay $40,000 on or before August 22, 2021 (paid);
- Pay $50,000 on or before August 22, 2022 (paid); and
- Pay $50,000 on or before August 22, 2023.

At the Company's discretion, 50% of the cash payments can be paid out in shares based on the average share price of the last 10 trading days prior to the day the payment is made.

Exploration work commitment schedule:
- $40,000 in accumulated exploration expenditure on or before August 22, 2020 (incurred);
- $90,000 in accumulated exploration expenditure on or before August 22, 2021 (incurred);
- $150,000 in accumulated exploration expenditure on or before August 22, 2022 (incurred); and
- $220,000 in accumulated exploration expenditure on or before August 22, 2023 (incurred).

On April 17, 2024, the agreement was amended whereby the Company will achieve full earn-in-status by making a cash payment of $50,000 and issuing 500,000 shares (issued) to the optionor.

The option agreement is subject to a 2% net smelter return ("NSR"), of which the Company can purchase 1% of NSR for $500,000.

On November 6, 2019, the Company announced that it received the National Instrument 43-101 compliant technical report on the Golden Gate gold project in Bathurst, N.B. The report is titled "Technical Report on the Golden Gate Gold Project." The technical report is available on SEDAR. This technical report has been prepared by CDGC Inc., an independent consulting firm from Saint-Lazare, Que.

Based on the encouraging results obtained, CDGC recommends a follow-up drill program using NQ-calibre drills to test for along-strike and down-dip extensions to a minimum vertical depth of 100 m.

On December 9, 2022, the Company announced EarthEx Geophysical Solutions Inc. ("EarthEx"), based in Selkirk, MB, completed a detailed drone-supported airborne magnetometer survey ("Mag Survey") of its Golden Gate Project, located approximately 10 km west of Bathurst, New Brunswick. The Mag Survey was carried out over approximately 10 km², which covers the Company's primary target area that extends 6+ km east-northeasterly from the Falls Grid property to the southeastern boundaries of the Lugar property.

The Mag Survey was flown with a line spacing of 25 m and tie lines spaced 250 m apart. The program was designed to acquire more total magnetic data at a lower altitude than conventional fixed-wing or helicopter-supported surveys, providing improved and higher-resolution interpretations of the magnetic signatures over large structures within the target area.

The Mag Survey results will be correlated with the reconnaissance geological mapping and sampling work that was carried out prior to the Mag Survey. The intent of the 2022 geophysical and geological surveying was to design and prioritize exploration targets for future drill testing.

Current development plans will be largely dependent on the timing and the amount of capital investment.

4 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Lugar Property

The Company's option to acquire a 100% right, title and ownership interest in the Property over a 4-year period consist of cash payments of $120,000, and minimum accumulative expenditures of $225,000 in exploration work in accordance with the following schedule:

Pay $5,000 within 5 days of the agreement's execution date (paid);
Pay $10,000 (paid) and incur minimum expenditures of $25,000 by the first anniversary (incurred);
Pay $25,000 and incur minimum expenditures of $25,000 by the second anniversary;
Pay $35,000 and incur minimum expenditures of $75,000 by the third anniversary; and
Pay $45,000 and incur minimum expenditures of $100,000 by the fourth anniversary.

Esperança Property

On February 9, 2023, the Company entered into an option agreement with BHBC with BHBC Exploração Mineral Ltda. and RTB Geologia E Mineração Ltda to acquire a 100% interest in the Esperança Property, 2,969.15-hectare mineral claim package comprising 1.5 contiguous claim blocks in Brazil's Minas Gerais State, a mining-friendly jurisdiction located approximately 40 kms west of Sigma Lithium's Grota do Cirilo property, the largest lithium hard rock deposit in the Americas.

The Company's option to acquire a 100% right, title and ownership interest in the Property over 3 option periods consist of cash payments of $100,000, issuing 200,000 common shares of the Company, and minimum accumulative expenditures of $200,000 in exploration work in accordance with the following schedule:

Pay $25,000 within 5 days of the agreement's execution date (paid);
Issue 100,000 shares within 5 days of the agreement's execution date, (issued)
Incur $100,000 in exploration expenditures before September 20, 2023;
Pay $25,000 (paid) and issue 100,000 shares due October 1, 2023 (issued);
$100,000 in additional exploration expenditures before September 20, 2024; and
Pay $50,000 before September 20, 2025. (Subsequently amended to March 20, 2025).

The vendor retains a 2% NSR and the Company has an option to purchase 1% of the NSR for $500,000.

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DeepRock Minerals Inc.

Management's Discussion and Analysis

Exploration expenditures incurred to November 30, 2024

	Total cumulative expenditure to November 30, 2022	Exploration Expenditures November 30, 2023	Total cumulative expenditure to November 30, 2023	Exploration Expenditures to November 30, 2024	Total cumulative expenditure to November 30, 2024
	$	$	$	$	$
Ralleau Property
Exploration expenditures
Assays	20,005	-	20,005	-	20,005
Drilling	97,132	-	97,132	-	97,132
Field and miscellaneous	3,058	960	4,018	-	4,018
Geological	234,937	-	234,937	-	234,937
Geological report	3,958	-	3,958	-	3,958
Maintenance payment	21,799	-	21,799	-	21,799
Surveying	11,510	-	11,510	-	11,510
	392,399	960	393,359	-	393,359
Golden Gate and Lugar
Property
Exploration expenditures
Geological report	260,321	-	260,321	-	260,321
Maintenance payments	1,060	5,334	6,394	-	6,394
	261,381	5,334	266,715	-	266,715
Esperança Property
Exploration expenditures
Maintenance payment	-	3,300	3,300	-	3,300
	-	3,300	3,300	-	3,300
Totals for Properties	653,780	9,594	663,374	-	663,374
Other
Project investigation	5,024	-	5,024	-	5,024
Total	658,804	9,594	668,398	-	668,398

For reporting purposes, because of the close approximation of the two properties and the difficulty in differentiating on which property certain expenditures are made, Lugar Property and Golden Gate Property have been combined.

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DeepRock Minerals Inc.
Management's Discussion and Analysis

Vila Verde Tungsten-Tin Project test Plant and investment in Allied Critical Metals Corp.

As at November 30, 2024, the Company holds 1,000,000 (2023 – nil) common shares of ACM with a fair value of $100,000 (2023 - $nil).

Corporate and General Matters

On December 23, 2020, the Company announced the appointment of Andrew Lee as CEO and director and welcomed Roger Baer as CFO. In addition to Mr. Lee, Richard Shatto and Tom Kristoff were directors.

Mr. Lee has been working with public companies for over 20 years. Mr. Lee has served as a director or officer of several resource companies with projects globally, including a gold project in Ecuador, a phosphate project in Guinea-Bissau, West Africa, gold projects in North America and a tungsten project in Europe.

On September 1, 2021, the Company announced the appointment of Mr. Keith Margetson CPA, CA as the Company's new CFO replacing Roger Baer. Mr. Margetson has over 40 years' experience as a chartered professional accountant and has held the position of CFO with numerous publicly traded exploration companies. In addition, he has operated his own accounting firm, specializing in auditing public companies for the past 30 years.

On June 28, 2022, the Company announced the appointment of Mr. Adrian Volintiru as a director. Mr. Volintiru was the CEO of ROMGAZ, Romania's largest natural gas producer, and the country's third largest company with 2020 revenues exceeding US$1 billion and US$300 million in net income. He recently served on the Board of Directors of ROMGAZ. Mr. Volintiru has an exceptional business and political network within Romania and Eastern Europe with key executive positions in both the private sector and in the Romanian Government. Over the past five years, he has served on the board of Hidroelectrica S.A. which supplies and distributes electric power throughout Romania; he was the CFO and interim COO of SC. Rompetrol S.A. an international oil company with gas stations throughout Romania including operations in 12 other countries; and he served as the State Secretary for the Ministry of Economics, Trade, and Industry in Romania's Government.

On December 6, 2023, Adrian Volintiru resigned as a director of the company. Following his departure, on February 15, 2024, Roger Baer assumed a position on the board of directors, stepping into the vacant seat left by Mr. Volintiru's resignation.

On March 19, 2024, Richard Shatto resigned as a director of the Company.

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DeepRock Minerals Inc.
Management's Discussion and Analysis

Selected Annual Information

	November 30, 2024 $	Years ended November 30, 2023 $	November 30, 2022 $
Total Revenue	-	-	-
Expenses	443,504	232,253	2,176,811
Net loss	(443,504)	(188,370)	(2,176,811)
Total assets	321,643	403,888	478,518
Total long-term liabilities	-	-	-
Net loss per share (basic and diluted)	(0.00)	(0.00)	(0.03)

During the year ended November 30, 2024, the Company incurred a loss of $443,504 as compared to a loss of $188,370 for the prior year, representing an increase of $255,134. The increase during the year was mainly on the impairment charge on two of the properties of $192,000 (2023 - $20,000), in which $167,000 of the amount was for Ralleau Property and $25,000 was for Lugar Property. Analysis of the significant expenses are as follows:

Consulting fees increased by $17,135 from $120,049 prior year to $137,184 in the current year. The increase were from the fees incurred related to the Arrangement and Amalgamation agreements described below in Amalgamation with ACM.
There were no exploration expenditures incurred during the year compared to $9,594 incurred in the prior year. The minimal exploration expenditures in fiscal 2024 was based on the fact that the Company focused its time and resources to the amalgamation agreement with ACM.
During the year ended November 30, 2024, the Company incurred investor relations expenses of $46,414 compared to $30,500 in the prior year. Increase of $15,914 relates to the costs incurred to promote the Company shares for the private placement completed during the year.
Professional fees increased by $7,751 from $21,776 in the prior year to $29,527 in the current year, and the transfer agent and filing fees increased by $5,237 from $16,935 in the prior year to $22,172 in the current year. The increases were result of additional reporting requirements needed for the Arrangement and Amalgamation agreements.
The Company recognized an expense recovery of $43,883 in the prior year compared to $nil during the year ended November 30, 2024. This was the result of certain charges set up in prior years being reversed.

Summary of Quarterly Results

The following table summarizes the results of operations for the eight recent quarters.

	Nov 30, 2024 $	Three months ended Aug 31, 2024 $	May 31, 2024 $	Feb 29, 2024 $
Expenses	274,736	42,231	89,379	37,158
Expense recovery	-	-	-	-
Net loss and comprehensive loss	(274,736)	(42,231)	(89,379)	(37,158)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)

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DeepRock Minerals Inc.
Management's Discussion and Analysis

	Three months ended
	Nov 30, 2023 $	Aug 31, 2023 $	May 31, 2023 $	Feb 28, 2023 $
Expenses	62,126	54,412	55,304	60,411
Net loss and comprehensive loss	(18,243)	(54,412)	(55,304)	(60,411)
Basic and diluted net loss per share	(0.00)	(0.00)	(0.00)	(0.00)

During the three months ended November 30, 2024, the Company recorded a net loss of $274,736 as compared to a net loss of $42,231 for the previous quarter. The increase was mainly due to the impairment charge of $192,000 recorded at year end, recognizing the drop in value of the Ralleau and Lugar properties. Consulting fees, excluding fees for management, increased by $25,000 which represents the cost incurred in the Arrangement and Amalgamation agreements. Investor relations increased by $10,958, from $nil in the previous quarter to $10,958 in the current quarter. Professional fees increased by $7,056, from $4,000 in the previous quarter to $11,056 in the current quarter, which was due to additional expenses on financial reporting required for the pending reverse take-over and plan of the Arrangement.

During the three months ended August 31, 2024, the Company recorded a net loss of $42,231 as compared to a net loss of $89,379 for the previous quarter. The transfer agent and filing fees decreased from $7,978 in Q2 to $7,193 in Q3, and office and miscellaneous increased from $646 in Q2 to $1,038 in Q3. Investor relations expenses decreased from $35,456 in Q2 to $nil in Q3. This was expected as the Q2 expense was a one-time occurrence. Consulting fees were $nil in the current quarter compared to $4,184 in the previous quarter. Professional fees were $10,471 in the previous quarter compared to $4,000 in the Q2. Except for investor relations, the results reflected the fact that the company had very little operating activity in either quarter.

During the three months ended May 31, 2024, the Company reported a net loss of $89,379 as compared to a net loss of $37,158 for the previous quarter. The main reason for the increase of $52,221 was from investor relations expenses of $35,456 in the Q2 compared to $Nil in the previous quarter. This expense was for promotion for the private placement, other accounts that increased were: consulting fees of $4,184 compared to $Nil in the previous quarter, professional fees of $10,471 compared to $4,000 in the previous quarter, transfer agent and filing fees of $7,978 compared to $3,101 in the previous quarter, office expenses of $646 compared to $57 in the previous quarter, and travel expenses of $644 compared to $Nil in the previous quarter.

During the three months ended February 29, 2024, the Company reported a net loss of $37,158 as compared to a net loss and comprehensive loss of $18,234 for the previous quarter ended November 30, 2023. Ignoring the expenses recovery in the previous quarter, expenses were $24,948 less in Q1. Consulting fees were $27,000 compared to $39,049 in the previous quarter. There were no exploration expenditures in either period, but there was a $20,000 impairment charge in the previous quarter. The previous quarter had a $10,000 recovery for investor relations, compared to no expenses or recoveries in Q1. Professional fees were higher in the previous quarter at $8,599 compared to $4,000 in the Q1. Transfer agent and filing fees were also higher in the previous quarter at $6,299 compared to $3,101 in Q1.

During the three-months ended November 30, 2023, the Company reported a net loss and comprehensive loss of $18,243 as compared to $54,412 for the previous quarter. The major difference was an expense recovery of $43,883 in the current quarter which resulted from certain charges set up in previous quarters and years being reversed. Other changes were quite significant with certain accounts increasing and certain account decreasing. Consulting fees increased by $12,049, from $27,000 in the previous quarter to $39,049 in this quarter. Investor relations in the last quarter had a recovery of $10,000 compared to a $15,000 expense in the previous quarter. There no exploration and evaluation expenditures in the last quarter while there were $3,300 in the previous quarter. There was an impairment charge of $20,000 in the last quarter and none for the previous quarter. Finally, the were small increases in professional fees of $5,499 and transfer agent and filing fees of $3,596.

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DeepRock Minerals Inc.
Management's Discussion and Analysis

During the three-months ended August 31, 2023, the Company reported a net loss of $54,412 as compared to a net of $55,304 for the previous quarter. Although some expenses increased, they were offset by decreases in other expenses, resulting in very little change. For example, in the previous quarter, consulting expenses had a reversal of $7,500 and were lower than the current quarter by that amount. However, professional fees were $3,877 higher and transfer agent fees were $3,190 higher in the previous quarter.

During the three months ended May 31, 2023, the Company reported a net loss of $55,304 as compared to a net loss of $60,411 for the previous quarter. Results were very similar for office, rent and investor relations. Expenses were slightly higher for exploration and evaluation expenses, professional fees and transfer agent fees. Expenses were lower for consulting fees; $19,500 in this quarter compared to $34,500 in the previous quarter.

During the three months ended February 28, 2023, the Company reported a net loss of $60,411 as compared to a net loss of $1,876,618 for the previous quarter ended November 30, 2022. However, the previous quarter contained an impairment charge of $1,625,000 which skewered the results for comparative purposes. Accounts that had significant variations were consulting fees, which were reduced by $92,520 from $127,020 to $34,500 and exploration expenditures which were reduced by $124,909 from $126,583 to $1,674.

Results of Operations

Year ended November 30, 2024:

The net loss and comprehensive loss was $443,504 for the year ended November 30, 2024 as compared to $188,370 for the year ended November 30, 2023.

The changes in total expenses for the year are as follows:

Impairment charges were $192,000 in fiscal year 2024 compared to $20,000 in the previous year. During the year ended November 30, 2024, the Company impaired the capitalized cost of Ralleau property amounting to $167,000 due to dropped 17 out of 53 remaining claims and management's uncertain as to whether future exploration on the property will continue. During the year ended November 30, 2024, the Company impaired the capitalize cost of Lugar property amounting to $25,000 as the agreement with the optionor was in default due to the balance owing of $105,000 from the amended agreement. Although the Company is committed to rectifying the default status with the optionor, the outstanding balance requires further financing of which the Company has no assurance that it can complete.

Exploration costs decreased to $nil in fiscal 2024 compared to $9,594 in the previous year. The expenditures in fiscal 2023 reflected maintenance payments in the Golden Gate and Esperanca properties. There were minimal exploration activities in the current year as the Company focused its time and resources on the amalgamation agreement with ACM.

Consulting fees increased to $137,184 for fiscal 2024 compared to $120,049 in the previous year. The increase reflected extra costs incurred in the final quarter of 2024 for expenses arising from the amalgamation and arrangement agreements described below in Amalgamation with ACM.

The Company spent $46,414 in investor relations in fiscal 2024 compared to $35,500 in the previous year. The expenses were incurred to support the market price, which aided in raising capital.

The cost of professional fees increased by $7,751 in fiscal 2024. In both years the costs are mainly audit expenses, although in 2024 additional accounting fees were required for financial reporting requirements arising from the two agreements described in Amalgamation with ACM.

Office expenses and travel were minimal in both years, $2,963 for office in fiscal 2024 and $1,379 in office expenses for fiscal 2023. There were no travel expenses in fiscal 2023 and only $644 in fiscal 2024. Once again, the Company is responding to tight financial markets and keeping discretionary spending to a minimum.

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DeepRock Minerals Inc.
Management's Discussion and Analysis

Rent increased marginally from $12,000 in fiscal 2023 to $12,600 in fiscal 2024. The increase was a result of a change in office location made in December, raising the monthly rent from $1,000 to $1,600.

Transfer agent and filing fees increased by $5,237 because of filing requirements of the two aforementioned agreements. In fiscal 2023 $16,935 was spent and in fiscal 2024 $22,172 was spent.

Three months ended November 30, 2024

During the three months ended November 30, 2024, the Company had a net cash outflow from operations of $47,315 a cash inflow from investing activities of $22,000, a cash inflow from financing of $20,000. The major outflows of operating cash was $25,000 on consulting fees and $10,000 on retainers to lawyers required for the amalgamation and arrangement agreement.

In the last quarter of 2024, the company received $22,000 back from its investment in Allied Critical Metals and $20,000 was received for share subscriptions outstanding at the end of the third quarter.

The net effect was a drop in cash of $5,315 during the quarter.

Liquidity, Financial Position and Capital Resources

The Company has not generated revenue from operations. The Company incurred a net loss of $443,504 for the year ended November 30, 2024 and as of that date the Company had a working capital deficit of $518,747 and accumulated deficit of $5,397,133. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financial resources to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These factors comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

The Company believes that the current capital resources is not sufficient to pay overhead expenses and its exploration expenditure commitment for the next twelve months and will need to seek additional funding to fund its overhead expenses and any future commitments. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company's liquidity and future prospects.

The Company is not expected to generate cash from its operations in the foreseeable future, and as a result, the Company will have to rely on the issuance of shares, shares for debt, loans and related party loans to fund ongoing operations and investments. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

On June 13, 2024, the Company closed a non-brokered private placement offering of 7,000,000 units at a price of $0.02 per unit for gross proceeds of $140,000. The units consist of one common share of the Company and one-half of a non-transferable common share purchase warrant. Each whole warrant entitles the holder to purchase on additional share in the capital of the Company for $0.06 on or before June 12, 2026. The Company incurred finder's fees of $8,800. As part of the unit offering under the residual method, the Company allocated $35,000 to the share purchase warrants, which is recorded in share-based payment reserve.

The proceeds from the Offering will be used by the Company for general working capital purposes.

Transactions with Related Parties

The Company considers its President, Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and its directors to be key management. Amounts owing to related parties were as follows for years ended November 30, 2024 and 2023:

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DeepRock Minerals Inc.
Management's Discussion and Analysis

Name	Relationship	2024	2023
		$	$
Accounts payable
One Platform Systems Inc.	A company controlled by Andrew Lee, the current CEO and Director	152,434	103,767
K. R. Margetson Ltd.	A company controlled by Keith Margetson, the current CFO	89,736	59,736
Point Nexus	A company controlled by Richard Shatto, a former Director	6,000	6,000
Allied Critical Metals Inc.	A company with a common director and officer	46,250	-
		294,420	169,503

Key management compensation

Amounts paid or accrued for management compensation for the year ended November, 2024 and 2023 were as follows:

Name	Relationship	2024	2023
		$	$
Consulting fees
One Platform Systems Inc.	Controlled by Andrew Lee,	60,000	60,000
K. R. Margetson Ltd.	Controlled by the Keith Margetson	48,000	48,000
		108,000	108,000

During the year ended November 30, 2024 and 2023, the Company was charged $11,000 (2023 - $12,000) for office rent by One Platform Systems Inc., a company controlled by Andrew Lee, the current CEO.

The Company issued 2,350,000 units at $0.02 per unit to settle $47,000 of amounts due to Andrew Lee. 1,250,000 units were issued to Andrew Lee, while the remaining 1,100,000 units were issued to arms-length parties. Each unit consisted of one common share of the Company and one-half of one transferable share purchase warrant, where each whole warrant entitles the holder to purchase an additional common share at an exercise price of $0.06 per share until June 12, 2026. As part of the unit offering under the residual method, the Company allocated $11,750 to the share purchase warrants, which is recorded in share-based payment reserve.

The above transactions are in the normal course of operations and are measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

Off-Balance Sheet Arrangement

The Company has no off-Balance Sheet arrangements.

Amalgamation with ACM

12 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Arrangement Agreement

Amalgamation Agreement

a. The Company will consolidate all of its common shares issued and outstanding on a 40-to-1 basis, and change its name to "Allied Critical Metals Inc."
b. The Company will consolidate its share purchase warrants issued and outstanding on a 40-to-1 basis.
c. The Company will incorporate a wholly-owned subsidiary, RMI.
d. ACM will complete a private placement, as a condition for the amalgamation, between $1,500,000 to $7,500,000. Each unit will be comprised of one ACM common share and one-half of one whole ACM share purchase warrant, exercisable within 24 months from the date of issuance. On March 26, 2025, ACM completed its private placement for 23,000,000 units at $0.20 per unit for gross proceeds of $4,600,000.
e. RMI will amalgamate with ACM into an amalgamated subsidiary ("Amalco"), wherein the shareholders of ACM will receive common shares of the Company in exchange for their common shares of ACM on a one-for-one basis.
f. The Company will then vertically amalgamate with Amalco.

As at November 30, 2024, both the Arrangement Agreement and Amalgamation Agreement was subject to closing conditions and remain outstanding.

Critical Accounting Estimates

Significant Estimates and Assumptions

Critical accounting estimates used in the preparation of the financial statements include the Company's estimates of recoverable value of its mineral properties and unrecognized deferred income tax assets.

The Company's recoverability of the recorded value of its mineral properties is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company is in an industry that is dependent on a number of factors including environmental, legal and political risks, the existence of economically recoverable reserves and the ability of the Company to obtain necessary financing to complete the development and future profitable production or proceeds of disposition thereof.

Changes in Accounting Policies

IFRS 18 Presentation and Disclosure in Financial Statements

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DeepRock Minerals Inc.
Management's Discussion and Analysis

enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. The Company is still in the process of assessing the impact of this standard on its financial statements.

Classification of liabilities as current or non-current (amendments to IAS 1, presentation of financial statements)

Non-current liabilities with covenants (amendments to IAS 1)

Financial Instruments and Other Instruments

Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - valuation based on quoted prices in active markets for identical assets or liabilities;
Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Assets and liabilities measured at fair value on a recurring basis were presented on the Company's statement of financial position as at November 30, 2024 as follows:

Fair Value Measurements Using
Quoted prices in active markets for identical instruments (Level 1) $	Significant other observable inputs (Level 2) $	Significant unobservable e inputs (Level 3) $	Carrying Amount $
Investment in Allied Critical Metals Corp.	–	–	100,000

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

14 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash, accrued interest receivable and loan receivable. The Company limits its exposure to credit loss by placing its cash with major financial institutions.

The loan payable is non-interest bearing and has no fixed terms of repayment. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The loan payable is non-interest bearing and has no fixed terms of repayment. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company intends to meet its current obligations in the following year with funds to be raised through private placements, shares for debt, loans and related party loans.

Currency Risk

The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars; therefore, currency risk is minimal.

Price Risk

The Company's ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

Business Risks

Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

No Operating History

The Company was incorporated on December 1, 2014 and has not commenced commercial operations. The Company has no history of earnings or paid any cash dividends, and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future.

Exploration and Mining Risks

Factors beyond the Company's Control

Reliance on Independent Contractors

Additional Funding Required

16 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

and financial condition or result in the substantial dilution of its interests in its properties. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company. If the Company was required to arrange for debt financing it could be exposed to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that the Company will be successful in overcoming these risks or any other problems encountered in connection with such financings. Failure to raise capital when needed would have a material adverse effect on the Company's business, financial condition, and results of operations.

Going Concern

The Company has not generated revenue from operations. The Company incurred a net loss of $443,504 for the year ended November 30, 2024 and as of that date the Company had a working capital deficit of $518,747 and accumulated deficit of $5,397,133. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financial resources to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. These factors comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

Market Price of Common Shares

The trading price of the common shares is likely to be significantly affected by short term changes in mineral prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Company's performance that may have an effect on the price of the common shares include the following: the extent of analytical coverage available to investors concerning the Company's business; the lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of common shares; and the price of the common shares and size of the Company's public float may limit the ability of some institutions to invest in the Company's securities.

Dilution to Common Shares

17 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Future Sales of Common Shares by Existing Shareholders

Future Profits or Losses and Production Revenues and Expenses

Labor and Employment Matters

Conflicts of Interest

These risk factors could materially affect the Company's future results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

18 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Financial and Disclosure Controls and Procedures

During the year ended November 30, 2024, there has been no significant change in the Company's internal control over financial reporting since the year ended November 30, 2023.

The management of the Company has filed the Venture Issuer Basic Certificate with the Interim Filings on SEDAR at www.sedar.com.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

Outstanding Share Data

Authorized: Unlimited common shares without par value

Issued and Outstanding:

	Number of Shares
Balance as at November 30, 2024	101,390,580
	Number of Shares
Balance as at the Date of MD&A	101,390,580

Agent's Warrants:

As at the date of the MD&A, the Company did not have any agent warrants outstanding.

Share Purchase Warrants

As at the date of the MD&A, the Company had 4,675,000 share purchase warrants exercisable at $0.06 per share expiring on June 13, 2026.

Stock Options:

As at the date of the MD&A, the Company had no stock options outstanding

19 | Page

DeepRock Minerals Inc.
Management's Discussion and Analysis

Additional information relating to the Company may be found on or in:

SEDAR at www.sedar.com;

This MD&A has been approved by the Board effective March 31, 2025

"Andrew Lee"
Director

"Keith Margetson"
CFO

20 | Page

SCHEDULE J

PRO FORMA BALANCE SHEET AND INCOME STATEMENT OF THE RESULTING ISSUER

AS OF DECEMBER 31, 2024

(See attached)

ALLIED CRITICAL METALS INC.

(Formerly Deeprock Minerals Inc.)
(Resulting Issuer)

PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(Stated in Canadian Dollars)

DECEMBER 31, 2024

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Pro-Forma Consolidated Statement of Financial Position
(unaudited)
As at December 31, 2024
(in Canadian dollars)

	Deeprock Minerals Inc. (As at November 30, 2024)	Allied Critical Metals Corp. (As at December 31, 2024)	Notes	Pro-Forma Adjustments (Minimum Financing)	Pro-Forma Adjustments (Maximum Financing)	Resulting Issuer (Minimum Financing)	Resulting Issuer (Maximum Financing)
Assets
Current Assets:
Cash	$ 623	$ 145,712	(b)	$ 500,000	$ 500,000	$ 2,530,712	$ 4,830,712
			(c)	485,000	485,000
			(e)	(623)	(623)
			(g)	1,950,000	4,450,000
			(h)	(200,000)	(400,000)
			(j)	(100,000)	(100,000)
			(k)	(250,000)	(250,000)
GST and VAT receivable	5,020	162,508	(e)	(5,020)	(5,020)	162,508	162,508
Prepaid expenses	15,000	219,583	(e)	(15,000)	(15,000)	219,583	219,583
	20,643	527,803		2,364,357	4,664,357	2,912,803	5,212,803
Non-current Assets:
Cash held on deposit	-	179,136		-	-	179,136	179,136
Investment in Allied Critical Metals Corp.	100,000	-	(e)	(100,000)	(100,000)	-	-
Exploration and evaluation assets	201,000	10,773,434	(e)	(201,000)	(201,000)	10,773,434	10,773,434
Total Assets	$ 321,643	$11,480,373		$ 2,063,357	$ 4,363,357	$13,865,373	$16,165,373
Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$ 236,320	$ 1,137,020	(b)	$ 50,000	$ 50,000	$ 1,137,020	$ 1,137,020
			(e)	(236,320)	(236,320)
			(g)	(50,000)	(50,000)
Loan payable	8,650	-	(e)	(8,650)	(8,650)	-	-
Due to related parties	294,420	-	(e)	(294,420)	(294,420)	-	-
Accrued interest	-	405,376	(d)	(317,425)	(317,425)	87,951	87,951
Promissory notes	-	325,397		-	-	325,397	325,397
Convertible debentures	-	4,469,250	(b)	500,000	500,000	-	-
			(d)	(4,469,250)	(4,469,250)
			(g)	(500,000)	(500,000)
	539,390	6,337,043		(5,326,065)	(5,326,065)	1,550,368	1,550,368
Non-current Liabilities:
Promissory note payable	-	1,859,540		-	-	1,859,540	1,859,540
Special warrants liability	-	968,474		-	-	968,474	968,474
Total Liabilities	$ 539,390	$ 9,165,057		$ (5,326,065)	$ (5,326,065)	$ 4,378,382	$ 4,378,382
Shareholders' Equity (Deficiency)
Share capital	$ 4,417,255	$ 3,403,413	(a)	$ 65,700	$ 65,700	$11,718,739	$13,911,739
			(c)	862,998	862,998
			(d)	4,786,675	4,786,675
			(e)	(4,417,255)	(4,417,255)
			(f)	506,953	506,953

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Pro-Forma Consolidated Statement of Financial Position
(unaudited)
As at December 31, 2024
(in Canadian dollars)

			(g)	2,500,000	5,000,000
			(h)	(200,000)	(400,000)
			(i)	(107,000)	(214,000)
			(j)	(100,000)	(100,000)
Share subscriptions	-	65,700	(a)	(65,700)	(65,700)	-	-
Warrant reserves	762,131	10,596	(e)	(762,131)	(762,131)	118,481	225,481
			(f)	885	885
			(i)	107,000	214,000
Option reserves	-	377,998	(c)	(377,998)	(377,998)	-	-
Other accumulated comprehensive loss	-	(16,206)		-	-	(16,206)	(16,206)
Accumulated deficit	(5,397,133)	(1,526,185)	(b)	(50,000)	(50,000)	(2,334,023)	(2,334,023)
			(e)	5,397,133	5,397,133
			(f)	(507,838)	(507,838)
			(k)	(250,000)	(250,000)
Total Shareholders' Equity (Deficiency)	$ (217,747)	$ 2,315,316		$ 7,389,422	$ 9,689,422	$9,486,991	$11,786,991
Total Liabilities and Shareholders' Equity	$ 321,643	$11,480,373		$ 2,063,357	$ 4,363,357	$13,865,373	$16,165,373

Pro-Forma assumptions:

(a) Record net proceeds received from ACM’s private placements prior to December 31, 2024 – see note 3(b)
(b) Record bridge financing by ACM – see note 3(c)
(c) Record 4,850,000 stock options of ACM exercised at $0.10 per share – see note 3(d)
(d) Record automatic conversion of convertible debentures and accrued debenture interest of ACM at $0.20 per share – see note 3(e)
(e) Record spin-out of Deeprock’s assets and liabilities prior to the Transaction – see note 3(f)
(f) Record the amalgamation of Deeprock and ACM – see note 3(a)
(g) Record completion of the Concurrent Financing: 12,500,000 minimum and 25,000,000 maximum Concurrent Financing units issued – see note 3(g)
(h) Record 8% cash commission on the Concurrent Financing – see note 3(i)
(i) Record 8% brokers’ warrants issued on the Concurrent Financing – see note 3(j)
(j) Record additional share issue costs on the Concurrent Financing – see note (k)
(k) Record estimated RTO Transaction costs – see note 3(l)

The accompanying notes are an integral part of these pro-forma consolidated financial statements.

Allied Critical Metals Inc.

(Formerly Deeprock Minerals Inc.)

Pro-Forma Consolidated Statement of Loss and Comprehensive Loss

(unaudited)

(in Canadian dollars)

	Deeprock Minerals Inc. (For the year ended November 30, 2024)	Allied Critical Metals Corp. (For the six months ended December 31, 2024)	Notes	Pro-Forma Adjustments (Minimum Financing)	Pro-Forma Adjustments (Maximum Financing)	Resulting Issuer (Minimum Financing)	Resulting Issuer (Maximum Financing)
Expenses
Listing expense	$ -	$ -	(f) (k)	$ 507,838 250,000	$ 507,838 250,000	$ 757,838	$ 757,838
Exploration and evaluation expenditures	-	619,067		-	-	619,067	619,067
Professional fees	29,527	139,626	(b) (e)	50,000 (29,527)	50,000 (29,527)	189,626	189,626
Consulting fees	137,184	45,617	(e)	(137,184)	(137,184)	45,617	45,617
Wages	-	34,379		-	-	34,379	34,379
General and administrative	2,963	27,054	(e)	(2,963)	(2,963)	27,054	27,054
Impairment of exploration and evaluation assets	192,000	-	(e)	(192,000)	(192,000)	-	-
Management fees	-	18,000		-	-	18,000	18,000
Investor relations	46,414	-	(e)	(46,414)	(46,414)	-	-
Rent	12,600	-	(e)	(12,600)	(12,600)	-	-
Transfer agent and filing fees	22,172	-	(e)	(22,172)	(22,172)	-	-
Travel	644	5,672	(e)	(644)	(644)	5,672	5,672
	$ 443,504	$ 889,415		$ 364,334	$ 364,334	$ 1,697,253	$ 1,697,253
Financing costs and miscellaneous income:
Gain on debt settlement	-	(213,750)		-	-	(213,750)	(213,750)
Interest expense	-	341,137		-	-	341,137	341,137
Gain on revaluation of special warrant liability	-	(756,894)		-	-	(756,894)	(756,894)
Interest expense (income)	-	(217)		-	-	(217)	(217)
Loss for the period	$ 443,504	$ 259,691		$ 364,334	$ 364,334	$ 1,067,529	$ 1,067,529
Other comprehensive loss:
Translation loss	-	13,829		-	-	13,829	13,829
Loss and comprehensive loss for the period	$ 443,504	$ 273,520		$ 364,334	$ 364,334	$ 1,081,358	$ 1,081,358
Weighted average shares outstanding	94,181,154	44,605,564				88,423,704	100,923,704
Loss per share – basic and diluted	$ (0.00)	$ (0.01)				$ (0.01)	$ (0.01)

The accompanying notes are an integral part of these pro-forma consolidated financial statements.

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Basis of Presentation

The accompanying unaudited pro-forma consolidated financial statements have been prepared by management for inclusion in a listing statement (the "Listing Statement") dated April 23, 2025 being filed by Deeprock Minerals Inc. ("Deeprock") with the Canadian Securities Exchange in connection with the amalgamation transaction between Deeprock, a wholly owned subsidiary of Deeprock and Allied Critical Metals Corp. ("ACM"), as described in note 2 (the "Proposed Transactions") and note 3 (a) (the "Amalgamation").

These unaudited pro-forma consolidated financial statements have been derived from 1) the audited financial statements of Deeprock for the year ended November 30, 2024; and 2) the unaudited condensed interim consolidated financial statements of ACM for the six months ended December 31, 2024.

The unaudited pro-forma consolidated financial statements as at December 31, 2024 have been prepared as if the amalgamation of Deeprock with ACM had occurred on December 31, 2024.

The unaudited pro-forma consolidated financial statements should be read in conjunction with the following financial statements included elsewhere in the listing statement:

(a) The audited financial statements of Deeprock for the year ended November 30, 2024;
(b) The unaudited condensed interim consolidated financial statements of ACM for the six months ended December 31, 2024;
(c) The audited consolidated financial statements of ACM for the year ended June 30, 2024.

The unaudited pro-forma consolidated financial statements have been prepared for illustrative purposes only and is not necessarily indicative of the actual results that would have occurred had the amalgamation of Deeprock with ACM been concluded at the dates indicated. The pro-forma adjustments are based on currently available information and management estimates and assumptions. Actual adjustments may differ from the pro-forma adjustments. Management believes that such adjustments provide a reasonable basis for presenting all of the significant effects of the Proposed Transaction in accordance with International Financial Reporting Standards ("IFRS"). The pro-forma consolidated financial statements apply the accounting policies of ACM under IFRS.

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

The Proposed Transactions

(a) About Deeprock Minerals Inc. ("Deeprock") and Deeprock Subco

Deeprock was incorporated on December 1, 2014 in the Province of British Columbia, Canada, under the British Columbia Business Corporations Act. Deeprock completed its initial public offering and commenced trading on the Canadian Securities Exchange on November 16, 2018 under the symbol "DEEP". The principal business of Deeprock is mineral exploration and development. The registered corporate office and principal place of business of Deeprock is Suite 1518, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6, Canada.

Deeprock Subco is a wholly-owned subsidiary of Deeprock, formed for the purpose of completing the amalgamation as described in note 3(a).

(b) About Allied Critical Metals Corp. ("ACM")

ACM was incorporated on January 12, 2023 in the Province of Ontario, Canada, under the Ontario Business Corporations Act. The principal activity of the ACM is the acquisition, exploration, and potential development of tungsten projects in Portugal. The registered corporate office and principal place of business of ACM is Suite 1800, 181 Bay Street, Toronto, Ontario, M5J 2T9, Canada.

ACM owns, through its wholly-owned Portuguese subsidiary, ACM Tungsten Unipessoal Lda., a Portuguese company named PanMetals, Unipessoal Lda., which beneficially owns 100% of the two historical and established Portuguese tungsten projects: the Borralha Tungsten Project and the Vila Verde Tungsten Project. Borralha is comprised of a Mining License covering an area of 382.5 hectares (3.8 sq. km). Vila Verde is comprised of an Experimental Exploration License area covering 1,400 hectares (14 sq. km). Both Properties were past producing mines which have excellent infrastructure including paved and gravel roads, electricity, water, nearby skilled labour and the ability to use existing waste dumps.

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Assumptions and Adjustments with Respect to the Proposed Transaction

The pro-forma adjustments described below are based upon available information and certain assumptions management believes are reasonable.

(a) Amalgamation of Deeprock and ACM

The accompanying unaudited pro-forma consolidated financial statements give effect to the three cornered amalgamation among Deeprock, Deeprock Subco, and ACM as if it had occurred on December 31, 2024. After the amalgamation, the former shareholders of ACM will own in excess of 50% of the outstanding shares of the amalgamated entity. In accordance with IFRS 3, Business Combinations, the substance of the transaction is a reverse acquisition of a non-operating company. The transaction does not constitute a business combination as Deeprock does not meet the definition of a business under the standard. As a result, the transaction will be accounted for as a capital transaction with ACM being identified as the acquirer and the equity consideration being measured at fair value. The resulting consolidated financial statements are presented as continuance of ACM.

The consideration to be paid by ACM is as follows:

	Fair value
Issuance of 2,534,765 common shares (1)	$ 506,953
Issuance of 116,875 warrants (2)	885
	$ 507,838

(1) Prior to the completion of the transaction and as a condition of the amalgamation, Deeprock will consolidate its 101,390,580 common shares issued and outstanding on a 40-to-1 basis, resulting in 2,534,765 post-consolidated shares of Deeprock at a fair value of $0.20 per common share.

(2) Prior to the completion of the transaction described in note 3(a) and as a condition of the amalgamation, Deeprock will consolidate its 16,885,000 warrants issued and outstanding on a 40-to-1 basis, resulting in 422,125 post-consolidated warrants of Deeprock. Of these 422,125 post-consolidated warrants, 305,250 warrants are expected to expire before the completion of the transaction therefore leaving 116,875 warrants for issuance by ACM.

Deeprock will go through a spin-out transaction prior to the amalgamation (see note 3(f)), therefore the fair value of Deeprock's net assets acquired by ACM is expected to be nil.

In accordance with IFRS 2, Share-Based Payments, any excess of the fair value of the consideration paid by ACM over the value of the net monetary assets of Deeprock is recognized in the statement of loss and comprehensive loss.

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Assumptions and Adjustments with Respect to the Proposed Transaction (Cont'd)

(b) Share Subscriptions received from ACM's Private Placements

ACM had share subscriptions of $65,700 from the private placement that was completed prior to December 31, 2024. It is reallocated to the share capital amount for the purpose of these pro-forma consolidated financial statements.

Prior to the completion of the transaction described in note 3(a), ACM arranged for a private placement bridge financing of zero-coupon convertible debentures to raise gross proceeds of up to $500,000. The principal and unpaid interest of each Debenture is due and payable on the date that is the earlier of the date of the transaction described in note 3(a) and March 31, 2025.

The Debentures bear no interest provided that the transaction described in note 3(a) is completed, otherwise the Debentures will bear interest at a rate of 10% per annum from the date of issuance and shall become due and payable upon demand.

The Company will bear the costs and expenses of the transactions satisfied by payment of legal and administrative fees payable on the maturity date pro rata to the Debenture holders together with 5% arrangement fee, calculated as 5% of the principal amount of the Debentures paid to each of the Debenture holders on the Maturity Date.

The principal amount of the Debenture owing and any interest accrued thereunder may be converted, at the option of the holder, into units (the "Units") of ACM at a price of $0.20 per Unit. Each Unit is comprised of one common share and one-half common share purchase warrant of ACM, wherein each whole warrant entitles the holder thereof to one common share at an exercise price of $0.25 per common share for 24 months from the date of closing of the transaction described in note 3(a).

For the purpose of these pro-forma consolidated financial statements, it is assumed that the full principal balance of $500,000 and a total of $50,000 for the legal and administrative fees and 5% arrangement fee will be converted into concurrent financing Units (or Subscription Receipts) at the Listing price of $0.20 per Unit (or Subscription Receipt, as the case may be) (also see note 3(g)).

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Assumptions and Adjustments with Respect to the Proposed Transaction (Cont'd)

(d) Exercise of ACM's Stock Options

Prior to the completion of the transaction described in note 3(a), 4,850,000 ACM's stock options will be exercised by the holders. The stock options are exercisable at $0.10 per common share of ACM for gross proceeds of $485,000. $377,998 in fair value of stock options assigned at issuance were reclassified to share capital.

(e) Automatic Conversion of ACM Convertible Debentures and Accrued Debenture Interest

ACM will issue a total of 23,933,375 common shares at a deemed price of $0.20 per share for the automatic conversion of $4,469,250 in convertible debentures and $317,425 in accrued debenture interest prior to the Transaction described in note 3(a).

(f) Spin-Out Transaction of Deeprock

Prior to the completion of the transaction described in note 3(a), Deeprock will transfer all of its assets and liabilities to its wholly owned subsidiary and transfer all of its common shares of the subsidiary to Deeprock's shareholders pro rata in proportion to their ownership of Deeprock.

(g) Concurrent Financing – Gross Proceeds

ACM will complete a concurrent financing at a price of $0.20 per unit (a "Unit") to raise aggregate gross proceeds of a minimum of $2,500,000 to a maximum of $5,000,000 through the issuance of a minimum of 12,500,000 Units to a maximum of 25,000,000 Units. Each Unit is comprised of one common share (a "Share") and one-half common share purchase warrant (each whole warrant, a "Warrant"), and each Warrant entitles the holder to acquire a Share at an exercise price of $0.25 per Share for 2 years from the date of issuance. The fair value of 6,250,000 Warrants (maximum of 12,500,000 Warrants) on the concurrent financing is determined to be $nil (maximum of $nil) using the residual method which allocates value first to the more easily measurable component. The Company considers the fair value of its shares to be more easily measurable component.

(h) Concurrent Financing – Brokers' Commissions

In connection with the concurrent financing, ACM will pay up to 8% cash commission of $200,000 (maximum of $400,000) on the gross proceeds.

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Assumptions and Adjustments with Respect to the Proposed Transaction (Cont'd)

(i) Concurrent Financing – Brokers’ Warrants

In connection with the concurrent financing, ACM will issue up to 8% brokers’ warrants on the number of concurrent financing shares subscribed which will be exercisable at a price of $0.20 per Unit for a period of 2 years from the date of issuance. It is expected that ACM will issue up to 1,000,000 brokers’ warrants (maximum of 2,000,000) with the fair value of $107,000 (maximum of $214,000) using the Black-Scholes option pricing model. The following assumptions were used: share price – $0.20; risk free rate – 3%; expected volatility – 100%; dividend yield – nil; and expected life – 2 years.

(j) Concurrent Financing – Costs of Share Issuance

ACM will incur a total of $100,000 in corporate finance fees and other estimated expenses directly related to the Concurrent Financing.

(k) Estimated Transaction Costs

Transaction costs associated with the Transaction are estimated to be $250,000 which comprises accounting and legal fees, listing fees, consulting fees and all other fees related to closing. The transaction costs are charged to net loss and comprehensive loss.

10 -

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Share Capital

(a) Share Capital Continuity

A continuity of the resulting issuer's share capital after giving effect to the pro-forma transactions is described below:

Common Shares	# of Shares (Minimum Financing)	# of Shares (Maximum Financing)	Amount ($) (Minimum Financing)	Amount ($) (Maximum Financing)
Common shares outstanding at December 31, 2024	54,830,900	54,830,900	$ 3,403,413	$ 3,403,413
Pro-forma adjustments:
Adjustment for ACM's share subscriptions received (see note 3(b))	-	-	65,700	65,700
Exercise of ACM's stock options (see note 3(d))	4,850,000	4,850,000	862,998	862,998
Automatic conversion of ACM Convertible Debentures and accrued debenture interest (see note 3(e))	23,933,375	23,933,375	4,786,675	4,786,675
Issuance of 2,534,765 shares to Deeprock shareholders (see note 3(a))	2,534,765	2,534,765	506,953	506,953
Concurrent financing – gross proceeds (see note 3(g))	12,500,000	25,000,000	2,500,000	5,000,000
Concurrent financing – brokers' commissions (see note 3(h))	-	-	(200,000)	(400,000)
Concurrent financing – fair value of brokers' warrants issued (see note 3(i))	-	-	(107,000)	(214,000)
Concurrent financing – costs of share issuance (see note 3(j))	-	-	(100,000)	(100,000)
Balance – pro-forma	98,649,040	111,149,040	$11,718,739	$13,911,739

11 -

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Share Capital (Cont'd)

(b) Warrant Reserves Continuity

A continuity of the resulting issuer's warrant reserves after giving effect to the pro-forma transactions is described below:

	Number of Warrants (#) (Minimum Financing)	Number of Warrants (#) (Maximum Financing)	Valuation ($) (Minimum Financing)	Valuation ($) (Maximum Financing)
Warrants outstanding at December 31, 2024	197,400	197,400	$ 10,596	$ 10,596
Pro-forma Adjustments:
Issuance of 116,875 warrants to Deeprock warrant holders (see note 3(a)) (i)	116,875	116,875	885	885
Concurrent financing - Share Purchase Warrants attached on Concurrent financing Units (See note 3(g)) (iii)	6,250,000	12,500,000	-	-
Concurrent financing – brokers' warrants issued on concurrent financing (See note 3(i)) (iv)	1,000,000	2,000,000	107,000	214,000
Balance – pro-forma	7,564,275	14,814,275	$ 118,481	$ 225,481

The warrants have been valued using the Black-Scholes Option Pricing Model with the following assumptions:

(i) 116,875 warrants exercisable at a price of $2.40 per share expiring on June 13, 2026: Expected dividend yield – 0%; expected volatility – 100%; risk-free interest rate – 3.0%; and expected life – 1.2 years.

(ii) 6,250,000 (maximum of 12,500,000) Concurrent Financing Warrants exercisable at a price of $0.25 per share expiring after two years from the date of issuance Using residual method, the fair value of the Concurrent Financing Warrants was determined to be $nil.

(iii) 1,000,000 (maximum of 2,000,000) brokers' warrants on Concurrent Financing exercisable at a price of $0.20 per Unit expiring after two years from the date of issuance Expected dividend yield – 0%; expected volatility – 100%; risk-free interest rate – 3.0%; and expected life – 2 years.

12 -

Allied Critical Metals Inc.
(Formerly Deeprock Minerals Inc.)
Notes to the Pro-Forma Consolidated Financial Statements
(unaudited)
As at December 31, 2024
(in Canadian dollars)

Pro-Forma Share Capital (Cont'd)

A continuity of the resulting issuer's option reserves after giving effect to the pro-forma transactions is described below:

	Number of Warrants (#) (Minimum Financing)	Number of Warrants (#) (Maximum Financing)	Valuation ($) (Minimum Financing)	Valuation ($) (Maximum Financing)
Options outstanding at December 31, 2024	4,850,000	4,850,000	$ 377,998	$ 377,998
Pro-forma Adjustments: ACM options exercised (see note 3(d))	(4,850,000)	(4,850,000)	(377,998)	(377,998)
Balance – pro-forma	-	-	$ -	$ -

Pro-Forma Statutory Income Tax Rate

The pro-forma effective statutory income tax rate applicable to the consolidated operations subsequent to the completion of the Transaction is 27%.

13 -

AI assistant

Allied Critical Metals Inc — Proxy Solicitation & Information Statement 2025

47286_rns_2025-04-28_dfc373f0-180c-40bc-9ac3-5ead2979abe5.pdf

Market and Industry Data

Currency Presentation

Information Contained in this Listing Statement

Documents Incorporated by Reference

1. GLOSSARY

2. CORPORATE STRUCTURE

2.1 Deeprock

2.2 ACM

2.3 Deeprock Spinco

2.4 Resulting Issuer

3. GENERAL DEVELOPMENT OF THE BUSINESS

3.1 Deeprock

History

3.2 ACM

The Tungsten Projects

The Borralha Tungsten Project

Property Description, Location and Access

History

Geological Setting and Mineralization

Deposits

Exploration

Drilling

Phase 1 – Drilling of Sub-Horizontal Veins

Phases 2 and 3 – 2014 and 2017 Diamond Drilling Programs

Sampling, Analysis and Security of Samples

Data Verification

Mineral Processing and Metallurgical Testing

Mineral Resource Estimates

Interpretation and Conclusions

Phase I Cost Estimate

Phase II Cost Estimate

Vila Verde Tungsten Project

Property Description, Location and Access

Location Map of the Vila Verde Tungsten Project

Plan of Vila Verde Experimental Mining License

History, Geological Setting and Mineralization

Deposit Summary

Exploration

Drilling

Sampling, Analysis and Security of Samples

Data Verification

Mineral Processing and Metallurgical Testing

Mineral Resource, Mineral Reserve Estimates, and Mining Operations

Interpretation and Conclusions

Recommendations and Proposed Exploration Budget

3.3 Resulting Issuer

Stated Business Objectives

Milestones

Exploration and Development of Mineral Projects

The Borralha Tungsten Project

Vila Verde Tungsten Project

4. SUMMARY OF THE ARRANGEMENT

Summary of the Consolidation and Spin-Out

Deeprock Shares, Class A Common Shares, New Deeprock Shares, and Resulting Issuer Shares

Deeprock Shares and Class A Common Shares

New Deeprock Shares

Amalco2 Shares and Resulting Issuer Shares

Summary of The Reverse Takeover

Summary of the Continuation

Procedure in British Columbia and the Cayman Islands for the Continuation

Effect of the Continuation

Reason for Continuation

New Memorandum and Articles of Association

Description of the Resulting Issuer's Share Capital Following Continuation

Authorized Share Capital Upon Continuation

Comparison between BCBCA and Companies Act

Charter Documents

Amendments to the Charter Documents

Inspection of Books and Records

Sale of Company's Undertaking

Shareholder Approval of Certain Transactions

Shareholder Approval by Written Resolution

Compulsory Acquisition of Shares

Rights of Dissent and Appraisal

Oppression Remedies

Shareholder Derivative Action

Requisition of Meetings

Allied Critical Metals Inc Proxy Solicitation & Information Statement 2025