Allied Critical Metals Corp. enter into a letter of intent to acquire Solid Impact Investments Corp. (TSXV:SOLI.P) from shareholders in a reverse merger transaction on July 18, 2023. Under the Transaction, ACM will change its name to "ACM Holdings Ltd." and Solid will change its name (the "Name Change") to "Allied Critical Metals Corp." as the resulting issuer (the "Resulting Issuer") which will continue the business of ACM with ACM as a wholly owned subsidiary. Solid intends to apply to the Exchange to have the common shares of the Resulting Issuer listed and posted for trading on the Exchange. The Transaction is an arm's length transaction. Following completion of the Concurrent Financing and Acquisition, Solid will then acquire ACM by way of a three-cornered amalgamation (the "Amalgamation") wherein ACM will amalgamate with a wholly owned subsidiary of Solid to be incorporated before the Amalgamation to form an amalgamated company as a wholly-owned subsidiary of Solid, named "ACM Holdings Ltd.", Solid will change its name to "Allied Critical Metals Corp." as the Resulting Issuer and the shareholders of ACM will transfer all of their ACM Shares to Resulting Issuer in consideration for receiving RI Shares on a one-for-one basis (the "Exchange Ratio") at a deemed price per RI Share equal to the Listing Price with the RI Shares becoming listed and posted for trading on the Exchange. On completion of the Transaction, it is anticipated that the board of the Resulting Issuer will consist of five members, with ACM nominating four members and Solid nominating one member. On Closing, all of the directors of Solid will resign other than Andrew Gertler, and Roy Bonnell, Andrew Lee, Sean O'Neill (as Non-Executive Chairman), and Colin Padget will be appointed as directors. Roy Bonnell will be appointed as President and Chief Executive Officer, Keith Margetson as Chief Financial Officer, and Andrew Lee as Corporate Secretary.

As part of the Transaction, Allied Critical Metals agreed to acquire Pan Metals Unipessola Limitada as the 90% beneficial owner of the Borralha Tungsten Project; and the Vila Verde Tungsten Project. Prior to completion of the Transaction and as a condition precedent to the obligations of Solid, ACM intends to complete a concurrent financing (the "Concurrent Financing") to raise aggregate gross proceeds of CAD 3,000,000 CAD up to CAD 5,000,000 CAD by way of a private placement of units (the "Units") of ACM at a price of CAD 0.25 per Unit (the "Listing Price"). ACM expects to pay eligible finders under the Concurrent Financing commissions comprised of cash and brokers warrants (the "Brokers Warrants"). Each Brokers Warrant will entitle the holder to acquire one Unit at an exercise price of CAD 0.25 for a period of 24 months from the date of issuance. ACM and Solid intend to use the net proceeds of the Concurrent Financing to fund the Acquisition costs of the Transaction, to fund the recommended work programs described in the Technical Reports, and to fund general working capital expenses of the Resulting Issuer.

Completion of the transaction is subject to customary conditions precedent, including: Solid and ACM having executed a definitive agreement for the amalgamation; receipt of all required regulatory, corporate and third party approvals, including Exchange approvals, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; satisfactory completion of due diligence by each of Solid and ACM and their respective counsel of each other and their respective subsidiaries, business and assets; completion of the Concurrent Financing with gross proceeds of at least CAD 2,000,000; completion by ACM of the acquisition of the Tungsten Projects pursuant to the acquisition agreement and assignment agreement; absence of any material adverse effect on the financial or operational condition of the assets or business of each of the parties to the definitive agreement; completion of the Technical Reports in accordance with NI 43-101 and filing thereof under Solid's profile on SEDAR; completion and delivery to Solid of the title opinion; representations and warranties of each of the Solid and ACM contained in the Definitive Agreement being true and correct as of the Closing Date; there being no material breach of ACM or Solid of the representations, warranties and covenants in the Letter Agreement or Definitive Agreement; each of ACM and Solid being in material compliance with the terms of the Letter Agreement and Definitive Agreement; Solid having working capital of at least CAD 200,000 as at Closing Date, excluding liabilities of up to CAD 50,000 for reasonable costs and expenses incurred in the ordinary course of business; approval of the transaction by the Exchange; delivery of standard completion documentation, including but not limited to, legal opinions, officers' certificates, and certificates of good standing or compliance; and other mutual conditions precedent customary for a transaction such as the transaction. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Allied Critical Metals Corp. cancelled the acquisition of Solid Impact Investments Corp. (TSXV:SOLI.P) from shareholders in a reverse merger transaction on December 31, 2023. The Company will continue to pursue and evaluate other businesses and assets with a view to completing a Qualifying Transaction and will make further announcements with respect to these efforts as soon as practically possible.