Mr. James Lumley reports

MOONBOUND MINING COMPLETES ACQUISITION OF 1442160 B.C. LTD., CLOSES $4,200,000 SUBSCRIPTION RECEIPT OFFERING AND FIRST TRANCHE OF PRIVATE PLACEMENT

Further to the news releases dated Dec. 15, 2023, and Jan. 5, 2024, Moonbound Mining Ltd. has closed the acquisition of all of the issued and outstanding common shares of 1442160 B.C. Ltd. (NumberCo) from the shareholders of NumberCo pursuant to a share exchange agreement dated Jan. 3, 2024. Upon closing, NumberCo became a wholly owned subsidiary of the company.

About 1442160 B.C. Ltd.

NumberCo is a private B.C. corporation whose wholly owned subsidiary, Norrabees Lithium (SA) Ltd., a company incorporated under the company laws of the Republic of Mauritius, is party to a sale of shares agreement dated Dec. 13, 2023, among Norrabees, Dune Resources Pty. Ltd. and SPH Kundalila Pty. Ltd., pursuant to which Norrabees has the right to acquire all of the issued and outstanding share of Dune from SPH.

In accordance with the sale of shares agreement, the Dune transaction is to be completed in three parts: Part A to be composed of the sale of 3,124 shares in the capital of Dune, constituting approximately 40 per cent of the total issued and outstanding Dune shares; Part B to be composed of the sale of 3,124 Dune shares, constituting approximately 40 per cent of the total issued and outstanding Dune shares; and Part C to be composed of the sale of 1,562 Dune shares, constituting approximately 20 per cent of the total issued and outstanding Dune shares.

Dune holds 65 per cent of the issued and outstanding shares of Namli Exploration & Mining Ptd. Ltd., a private limited liability company under the laws of the Republic of South Africa, which company holds a mining permit bearing State Department of Mineral Resources and Energy reference No. NC30/5/3/10950MP for the minerals lithium ore, nickel, manganese, lead, copper, iron, cobalt, gold, zinc, silver, tungsten, uranium, beryllium, rare earths and tantalum, and a prospecting right bearing DMRE reference No. NC30/5/1/1/2/11823PR, for the minerals beryllium ore, copper ore, lead, lithium ore, nickel ore, rare earths, silver ore, tantalum/niobium ore, tungsten ore, uranium ore and zinc ore, both in respect of that portion of the rest of Farm Steinkopf No. 22, situated in the magisterial district of Namaqualand, RSA. In connection with the Dune transaction, Dune will increase its ownership of Namli from 65 per cent to 100 per cent such that it will become a wholly owned subsidiary of Dune.

About the Norrabees lithium project

The Norrabees lithium project is located in the Namakwa district municipality, Northern Cape, RSA, about 80 kilometres north of Springbok and directly south of the Orange River and the border with Namibia. Access to the licensed area is gained by following the N7 north from Springbok for 62 km and then turning onto a spur road for approximately 21 km to the mine site. The prospecting right covers the majority of the eastern portion of the Namaqualand pegmatite belt, extending to a total area of 167,000 hectares. The mining permit covers a total area of five hectares, which has been demarcated to include the Norrabees 1 and 11 projects.

Summary of the acquisition

Pursuant to the terms of the share exchange agreement, the company acquired all of the issued and outstanding NumberCo shares from the NumberCo shareholders and as consideration issued 38 million common shares in the capital of the company, at a deemed price of 30 cents per consideration share, and 19 million common share purchase warrants to the NumberCo shareholders on a pro rata basis. Each consideration warrant entitles the holder to purchase one common share in the capital of the company at an exercise price of 40 cents for a period of three years after the date of issuance of the consideration warrants.

Pursuant to the terms of a finder's fee agreement, an arm's-length finder was issued an aggregate of two million shares at a deemed price of 30 cents per finder's share in connection with the transaction. The finder's shares are subject to a statutory hold period of four months and a day pursuant to relevant Canadian securities laws.

The company will file a Form 51-102F4 (Business Acquisition Report) including the audited financial statements for NumberCo and file a National Instrument 43-101 (Standards of Disclosure for Mineral Projects) technical report on the Norrabees lithium project. The consideration shares will be subject to a Canadian Securities Exchange-imposed hold until the date that is 10 days following the filing of the BAR.

Upon closing, Ann Fehr resigned as chief executive officer and president of the company, and James Lumley was appointed as the CEO and president in her place. There were no other changes to the existing management or board of directors of the company.

Mr. Lumley

Mr. Lumley is an experienced professional in the mining and resource sectors, as well as property investment. Mr. Lumley has held various executive positions, including CEO, business unit head and project director. Mr. Lumley was previously the business unit head of Guinea at TerraCom Resources (now TerraCom Ltd.), where he was responsible for managing and developing potential bauxite and iron ore projects. Previously, he served as CEO at Anglo-African Minerals PLC, Ram Resources Pty. and Nama Resources Ltd., securing millions of dollars in financing and managing government relations in multiple countries.

Mr. Lumley holds an MBA in finance and business studies, and has completed graduate banking and financing exams. He also has a history of building strong working relationships with government bodies, investors and financial institutions, and has negotiated several major deals and memorandums of understanding throughout the African continent.

Private placement

The company also announces that, further to the news releases of Dec. 19, 2023, and Jan. 18, 2024, it has completed the first tranche of its private placement offering, which included an aggregate of seven million subscription receipts at a price of 30 cents per subscription receipt for gross proceeds of $2.1-million and an aggregate of seven million shares at a price of 30 cents per share for gross proceeds of $2.1-million. Each subscription receipt was converted into one common share of the company, at no additional cost, upon completion of the acquisition. The company intends on completing a second tranche of the offering.

After the issuance of the shares in the acquisition and the offering, the company has 82,827,903 shares issued and outstanding on an undiluted basis.

All securities issued in connection with the offering are subject to a statutory hold period expiring four months and one day after closing of the offering.

The aggregate gross proceeds from the offering are expected to be used for the payment of costs related to the advancement of the company's mineral projects, to pay for costs in connection with completion of the acquisition, for working capital and to repay the loan announced in the press release dated Jan. 16, 2024.

About Moonbound Mining Ltd.

Moonbound is a mineral exploration company which currently has two exploration projects and is seeking to acquire additional mineral exploration properties. The current projects include the Yak property, located in northwestern British Columbia, Canada, and the Strathmore property, which includes seven mining licences located in Namibia, South Africa.

We seek Safe Harbor.