Mr. Ian McDonald reports

MOON RIVER CAPITAL LTD. ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Moon River Capital Ltd., further to its news releases of Sept. 13, 2023, and Sept. 22, 2023, has closed its previously announced non-brokered private placement of subscription receipts through the issuance of 12 million subscription receipts for gross proceeds of $3-million.

Pursuant to the offering, the company entered into a subscription receipt agreement dated Oct. 25, 2023, with TSX Trust Company as subscription receipt agent. As previously announced in the company's news release of Sept. 13, 2023, it has entered into an asset purchase agreement dated Sept. 13, 2023, with Generation Mining Ltd. (GM), pursuant to which Moon River will acquire all of GM's right, title and interest in six mineral leases located near the town of Smithers in British Columbia, which host a large molybdenum-tungsten deposit (the Davidson property). The completion of the proposed transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) receipt of conditional approval from the TSX Venture Exchange to the proposed transaction; (ii) receipt of all requisite corporate consents and approvals; (iii) receipt of third party consents and approvals by GM; and (iv) the absence of any material adverse effect, or action suit or proceeding that would result in a material adverse effect, with respect to the Davidson property or GM's right to prospect, develop and mine the Davidson property pursuant to a vending agreement dated April 1, 2016, between Pine Point Mining Ltd. and Roda Holdings Inc.

Upon satisfaction or waiver of all conditions precedent to the proposed transaction, and the receipt of all required board and regulatory approvals in connection with the offering and the proposed transaction, immediately prior to effecting the proposed transaction, each subscription receipt of the company will automatically convert into one common share in the capital of the company without any further consideration on the part of the subscriber.

The company intends to use the gross proceeds from the offering: (i) to pay GM the cash consideration of $630,000 pursuant to the agreement with GM; (ii) for the development of the Davidson property in connection with the proposed transaction; and (iii) for general and working capital purposes following escrow release.

In consideration of the introduction of subscribers to the offering, and subject to the conversion of the subscription receipts, the company will pay certain eligible persons: (i) an aggregate cash commission of an aggregate of $100,380 (payable upon completion of the proposed transaction); and (ii) an aggregate of 336,280 finder warrants. Each finder warrant shall entitle the holder thereof to acquire one common share in the capital of the company at a price of 25 cents per common share for a period of 24 months following satisfaction or waiver of the escrow release conditions.

All securities issued in connection with the offering are subject to a statutory hold period of four months plus a day from the date of issuance resale in accordance with applicable securities legislation.

The offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as certain insiders of the company subscribed for a total of 2,294,000 subscription receipts pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by the insider does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

About Moon River Capital Ltd.

Moon River is a capital pool company (CPC) within the meaning of the policies of the TSX-V that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the TSX-V, until the completion of a qualifying transaction, the company will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed qualifying transaction. Investors are cautioned that trading in the securities of a CPC is considered highly speculative.

We seek Safe Harbor.