No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
These securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This amended and restated offering document (the “Offering Document”) does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
amended and restated Offering Document under the Listed Issuer Financing Exemption
(amending and restating the offering document dated october 6, 2025)
October 7, 2025
ALLIED CRITICAL METALS INC.
(the “Company” or “Allied”)
What are we offering?
| Securities: | Up to 27,083,333 common shares of the Company (the “Shares”) pursuant to and in accordance with the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-106 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. |
| Offering Price: | $0.60 per Share (the “Offering Price“). |
| Offering Amount: | Up to 27,083,333 Shares for gross proceeds of up to $16,250,000 (the “Offering”) |
| Closing Date: | The Offering is expected to close on October 21, 2025. |
| Exchange: | The Shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “ACM” |
| Last Closing Price: | On October 6, 2025, the last trading day prior to the date of this offering document, the closing price of the Shares on the CSE was $0.64. |
Changes from Offering Document dated October 6, 2025
Due to investor demand, the Company has increased the size of the previously announced Offering from up to $10,000,000 to up to $16,250,000. Under the revised Offering, the Company is offering up to 27,083,333 Shares at the Offering Price for gross proceeds of up to $16,250,000.
The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:
- The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
- The Company has filed all periodic and timely disclosure documents that it is required to have filed.
- The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $25,000,000.
- The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
- The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Information and statements contained in this offering document that are not historical facts are forward-looking information or forward-looking statements within the meaning of Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking statements”) that involve risks and uncertainties. This offering document contains forward-looking statements such as estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Examples of forward looking statements in this offering document include, but are not limited to, statements with respect to: the future exploration and development work and expenditures on the Company’s projects; the Company’s expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Offering, if it is to be completed at all; the expected Closing Date; the Company’s drilling and exploration program on the Borralha Tungsten Project and Vila Verde Tungsten Project (as defined below); the Company’s ability to maintain and exercise its option rights in respect of the Borralha Tungsten Project and Vila Verde Tungsten Project; the Company’s ability to maintain access to surface lands needed for its operations; and the inclusion of a going concern note in future consolidated financial statements of the Company.
In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “goal”, “objective”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or information that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Any such forward-looking statements are based, in part, on assumptions and factors that may change, thus causing actual results or achievements to differ materially from those expressed or implied by the forward-looking statements. Such factors and assumptions may include, but are not limited to: assumptions concerning tungsten, and other critical, base and precious metal or diamond prices; cut-off grades; accuracy of mineral resource estimates and mineral resource modeling; timing and reliability of sampling and assay data; representativeness of mineralization; timing and accuracy of analytical and metallurgical test work; anticipated political and social conditions and events; and, ability to successfully raise or otherwise access additional capital.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation: unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities, including potentially arbitrary action; the failure of parties to contracts with the Company to perform as agreed; social or labour unrest; changes in commodity prices; effects of a global pandemic; unexpected changes in the cost of exploration; and the failure of exploration programs or current or future economic studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations. New risks may emerge from time to time, and the importance of current factors may change from time to time, and it is not possible for the Company to predict all such factors.
Although the Company has attempted to identify important factors and risks that could affect the Company and might cause actual actions, events or results to differ, perhaps materially, from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to occur as projected, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this offering document speak only as of the date of this offering document. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this offering document or to reflect the occurrence of unanticipated events, except as required by law.
TECHNICAL INFORMATION
- Douglas Blanchflower, P. Geo., a “Qualified Person” as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved for inclusion the scientific and technical disclosure in this offering document.
CURRENCY
Unless otherwise indicated, all references to “$” or “dollars” in this offering document refer to Canadian dollars, which is the Company’s functional currency.
SUMMARY DESCRIPTION OF BUSINESS
What is our business?
The Company is engaged in the exploration and development of mineral properties, focusing at present time on the Borralha Tungsten Project and the Vila Verde Tungsten Project.
Recent Developments
On April 17, 2025, the Company acquired the two tungsten projects in Portugal (respectively, the “Borralha Tungsten Project”, and the “Vila Verde Tungsten Project”, collectively, the “Projects”) as its principal properties by way of a court approved plan of arrangement through which: (i) the Company transferred all of its assets to a newly formed British Columbia corporation which assumed all of its obligations as a spun-off corporation named Revelation Minerals Inc.; (ii) ACM Holdings Ltd., a wholly-owned Ontario subsidiary of the Company amalgamated with Allied Critical Metals Corp. (the owner of 100% of the Projects), an Ontario corporation, by way of a three-cornered amalgamation constituting a reverse takeover of the Company by Allied Critical Metals Corp. which formed an amalgamated Ontario corporation named “ACM Holdings Ltd.” (“Amalco”) as a wholly-owned subsidiary of the Company; (iii) the Company changed its name to “Allied Critical Metals Inc.” and Amalco continued from Ontario to British Columbia and vertically amalgamated with Amalco into the resulting issuer as a British Columbia amalgamated corporation retaining the name “Allied Critical Metals Inc.”
On May 15, 2025, the Company announced that the Common Shares are listed for trading on the Frankfurt Stock Exchange under the symbol “0VJ0”.
On June 2, 2025, the Company announced that the commencement of a fully-funded exploration program that will include 5,000 metres of core drilling at the Company’s flagship Borralha Tungsten Project located in Northern Portugal.
Key highlights include:
- Indicated: 4.98 million tonnes at 0.22% WO₃, 762 g/t Cu, and 4.8 g/t Ag.
- Inferred: 7.01 million tonnes at 0.20% WO₃, 642 g/t Cu, and 4.4 g/t Ag.
The Company has completed its maiden mineral resource estimate for the Property described in its technical report entitled, “Technical Report on the Borralha Property, Parish of Salto, District of Vila Real, Portugal” dated effective July 31, 2024 (the “Technical Report”), which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Recent Exploration: Drilling from 2023–2024 returned strong intercepts, including up to 10m at 1.75% WO₃ and multiple longer intervals averaging over 0.2% WO₃, as reported in the Technical Report.
MATERIAL FACTS
There are no material facts about the Offered Securities being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.
BUSINESS OBJECTIVES AND MILESTONES
What are the business objectives that we expect to accomplish using the available funds?
The Company intends to use the net proceeds for drilling and exploration work at its Borralha Tungsten Project and Vila Verde Tungsten Project in Portugal, as well as for general corporate and working capital purposes. The Company lists the following priorities:
| Significant Event | Expected Time Period | Expected Cost |
| Completion of exploration of Borralha Tungsten Project mineral resource estimate and completion of corresponding technical report. | 2 to 3 months | $1,000,000 |
| Completion of Preliminary Economic Assessment for Borralha Tungsten Project. | 4 months | $500,000 |
| Exploration and evaluation of Vila Verde Tungsten Project alluvia mineral resources. | 4 months | $300,000 |
| Borralha Tungsten Project exploration drilling, assay analysis and completion of feasibility study. | 6 to 8 months | $13,760,656 |
| Vila Verde Tungsten Project exploration drilling, assay analysis and mineral resource estimate. | 6 to 8 months | $1,292,835 |
USE OF AVAILABLE FUNDS
What will our available funds be upon closing of the Offering?
As outlined in the table below, the Company’s available funds following closing of the Offering is expected to be approximately $12,590,991.
| Assuming 100% of Offering |
||
| A | Amount to be raised by this Offering: | $16,250,000 |
| B | Selling commissions & fees: | $1,137,500 |
| C | Estimated Offering costs:
(e.g. legal, accounting, audit) |
$50,000 |
| D | Net proceeds of Offering:
(D = A – (B + C)) |
$15,062,500 |
| E | Working capital as at September 30, 2025: | $3,340,991 |
| F | Additional sources of funding: | $0 |
| G | Total available funds:
(G = D + E + F) |
$18,403,491 |
How will we use the available funds?
The Company intends to use the available funds as described in the table below:
| Description of intended use of available funds listed in order of priority | Assuming 100% of Offering |
| Borralha Tungsten Project mineral resource estimate and corresponding technical report | $1,000,000 |
| Exploration and Drilling Activities on the Borralha Tungsten Project | $13,760,656 |
| Environmental baseline and impact assessment work | $600,000 |
| Exploration and Drilling Activities on the Vila Verde Tungsten Project | $1,292,835 |
| Working capital and general corporate expenses for next 12 months | $1,750,000 |
| Total: Equal to G in the
available funds in item above |
$18,403,491 |
The above noted allocation represents the Company’s current intentions with respect to its use of available funds based on current knowledge, planning and expectations of management of the Company. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute its business plan and financing objectives. The Company has generated negative cash flows from operating activities since inception and anticipates that it will continue to have negative operating cash flow until profitable commercial production at one or more of its properties is achieved. As a result, certain net proceeds from this Offering may be used to fund such negative cash flow from operating activities in future periods. See “Cautionary Statement on Forward-Looking Information.”
The Company’s most recent audited annual financial statements and unaudited interim financial statements included a going concern note. As the Company is at the exploration stage, the recoverability of amount for exploration and evaluation of assets and the Company’s ability to continue as a going concern is dependent upon the discovery of economically recoverable reserves, continuation of the Company’s interest in the underlying resource claims, the ability of the Company to obtain necessary financing to complete their development and upon future profitable production proceeds from the disposition thereof. The net proceeds of the Offering are intended to permit the Company to advance its business objectives and are not expected to affect the decision to include a going concern note in future financial statements of the Company.
How have we used the other funds we have received in the last 12 months?
| Previous Financings | Intended Use of Funds | Use of Funds to Date | Variances and Impact on Business Objectives and Milestones |
| March 25, 2025 private placement of 22,890,680 subscription receipts of $0.20 per subscription receipt for total gross proceeds of $4,578,136 less commissions of $329,665 for net proceeds of $4,248,471. | Phases 1 and 2 of Borralha Tungsten Project and phases 1 and 2 of Vila Verde Tungsten Project; prepayment of 2027 Note to Pan Iberia as described in the Filing Statement; 12 months of general and administrative costs and estimated transaction costs of reverse takeover | $4,248,471 | Exploration of the Borralha Tungsten Project remains the priority. Changes in operating and working capital priorities as well as exploration still ongoing so expenditures not all completed yet. |
| August 18, 2025 private placement of 17,013,786 units of $0.40 per unit for total gross proceeds of $5,104,135.80 less commissions of $321,797.70 for net proceeds of $4,782,338.10 | Ongoing exploration and development activities on the Borralha Tungsten Project and Vila Verde Tungsten Project | $932,878 | Exploration work still ongoing and expenditures not yet completed. |
FEES AND COMMISSIONS
Who are the dealers and finders that we have engaged in connection with this Offering, if any, and what are their fees?
The Company may pay finder’s fess in connection with the Offering to eligible finders in accordance with the policies of the CSE and applicable securities laws consisting of: (i) a cash commission of up to 7% of the gross proceeds of the Offering, and (ii) a number of finders warrants (“Finders Warrants”), equal to up to 7% of the number of Shares issued under the offering with each Finders Warrant exercisable for one additional Share for a period of 24 months at $0.60 per Share from the closing date of the Offering. The Company has not engaged a dealer in connection with the Offering.
PURCHASERS RIGHTS
Rights of action in the Event of Misrepresentation
If there is a misrepresentation in this offering document, you have a right:
- to rescind your purchase of these securities with the Company, or
- to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the Shares.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor.
ADDITIONAL INFORMATION
Where can you find more information about us?
The Company’s continuous disclosure filings with applicable securities regulatory authorities in the provinces and territories of Canada are available electronically under the Company’s profile on the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) at www.sedarplus.ca.
For further information regarding the Company, visit our website at https://alliedcritical.com/.
[The next page is the Certificate page.]
CERTIFICATE
Dated: October 7, 2025
This amended and restated offering document, together with any document filed under Canadian securities legislation on or after October 7, 2024 contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
Allied Critical Metals Inc.
Chief Executive Officer and director Chief Financial Officer
