CORPORATE SNAPSHOT
Brokered Private Placement to raise gross proceeds of up to $5.0M
PRE RTO
| Security Type | Price Per Share | Current Shares Out |
|---|---|---|
| Common Shares – Founders | 20,000,000 | |
| Common Shares (4) | $0.10 | 39,680,900 |
| Total Basic s/o | 59,680,900 | |
| Broker Warrants – Seed | $0.10 | 197,400 |
| Auto. Convert. Debentures | $0.20 | 22,346,250 |
| Total Fully Diluted s/o | 89,224,550 |
POST RTO (1)
|
Security Type |
Price Per Share |
Max. $5.0M Shares Out. |
|---|---|---|
| Common Shares – Founders | 20,000,000 | |
| Common Shares (4) | $0.10 | 39,680,900 |
| Common Shares – Auto. Convert. Debentures | $0.20 | 22,346,250 |
| Common Shares – Current Financing | $0.20 | 25,000,000 |
| Shell – Deeprock Minerals Inc. (Post 40:1 Consolidation) | $0.20 | 2,534,765 |
| Total Basic s/o | 109,561,915 | |
| Broker Warrants – Seed | $0.10 | 197,400 |
| Warrants – Concurrent Financing | $0.25 | 12,500,000 |
| Shell – Deeprock Minerals Inc. Warrants | $2.40 | 422,125 |
| Total Fully Diluted s/o | 122,681,440 |
• $1,86M Promissory Note (10% per annum) due on July 4, 2027 to prior owner (3)
NOTES:
(1) See joint news release of Allied Critical Metals Corp. (“ACM”) and Deeprock Minerals Inc. (“Deep”) dated June 14, 2024 and Oct 29, 2024 available under the SEDAR+ profile for Deep at www.sedarplus.ca. In addition to max $5.0M Offering, the Agents may also offer an additional 15% of the Offering.
(2) Excludes $93.8k due to original NSR vendors and $230k due to Mineralia for license fees paid.
(3) Long-term debt is comprised of a $1.86M prom. note of which $100k due on listing and balance due July 4, 2027, but payable only upon availability of sufficient liquid proceeds. There are also Special Performance Warrants issued to the property vendor (Pan Iberia Limited) as follows:
(i) Borralha Special Warrants for a number of common shares of the Company equal to $1,340,000 CAD convertible at the greater of (a) 1.5x the Listing Price and (b) the applicable 20-day VWAP, vesting 12 months after Listing with 3-year escrow commencing on vesting; and
(ii) Vila Verde Special Warrants for a number of common shares of the Company equal to $2,680,000 CAD convertible at the greater of (a) two times (2x) the Listing Price and (b) the applicable 20-day VWAP, vesting at the later of (I) 36 months after Listing and (II) commencement of economically viable commercial production at Vila Verde.
(4) Includes 4,850,000 common shares to be issued upon exercise of 4,850,000 private options at $0.10 per share granted to ACM directors, officers, employees and consultants. In addition, there may also be a bridge financing of up to $200,000 on terms acceptable to the Agents.
