Mr. Michael Mulberry reports

MEDARO MINING CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Medaro Mining Corp., further to its news release of Oct. 20, 2023, which announced a private placement offering of up to 16,666,666 non-flow-through (NFT) units and up to 25 million flow-through (FT) units, has closed the first tranche of the offering by issuing 500,000 NFT units at a price of six cents per NFT unit and 3,125,000 FT units at a price of eight cents per FT unit for aggregate gross proceeds of $280,000.

Each NFT unit consisted of one common share in the capital of the company and one common share purchase warrant of the company. Each NFT warrant entitles the holder thereof to acquire one additional NFT share at a price of 12 cents per NFT warrant share for a period of 24 months from Nov. 8, 2023. The NFT units were offered pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions, and therefore the securities issued thereunder are not subject to a hold period in accordance with applicable Canadian securities laws. The proceeds from the offering with respect to the NFT units are intended to be used for property option payments, exploration activities and general working capital.

Each FT unit consisted of one common share in the capital of the company, issued on a flow-through basis pursuant to the Income Tax Act (Canada), and one common share purchase warrant of the company. Each FT warrant entitles the holder thereof to acquire one additional common share in the capital of the company at a price of 12 cents per FT warrant share for a period of 24 months from Nov. 8, 2023. The FT shares and FT warrants are subject to a statutory hold period of four months and one day from Nov. 8, 2023. The proceeds from the offering with respect to the FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as both terms are defined in the Income Tax Act (Canada).

In connection with the closing of the first tranche, an aggregate of $19,600 was paid in cash and a total of 253,750 finders' warrants were issued as finders' fees. Each finder's warrant entitles the holder thereof to acquire one common share in the capital of the company at a price of 12 cents per finder's warrant share for a period of 24 months from Nov. 8, 2023.

The offering, in its entirety, is expected to close on or about Nov. 30, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals.

The company is a lithium exploration company based in Vancouver, B.C., and holds options over the Darlin, Rapide, Pontax, Lac La Motte and CYR South lithium properties in Quebec and the Yurchison uranium property in the Athabasca basin in Saskatchewan. The company is a party to a joint venture agreement that engages the company in the development and commercialization of a new process to extract lithium from spodumene concentrate.

We seek Safe Harbor.