Mr. Paul Parisotto reports

MOON RIVER CAPITAL LTD. COMPLETES PROPOSED QUALIFYING TRANSACTION

Moon River Capital Ltd. has completed its previously announced acquisition of all of Generation Mining Ltd.'s right and interest in a mineral property including six mineral leases covering approximately 1,631.8 hectares located near the town of Smithers, B.C., which hosts a large molybdenum-tungsten deposit (the Davidson property).

In connection with the completion of the transaction, the TSX Venture Exchange has conditionally approved the listing of the common shares of the company as a Tier 2 mining issuer, and the common shares are expected to resume trading on the TSX-V under the ticker symbol MOO on or about Nov. 20, 2023. A further press release will be issued in advance of resumption of trading.

Ian McDonald, chairman of Moon River, commented, "We are very pleased to have completed the acquisition of the Davidson property and look forward to commencing a preliminary economic assessment."

The transaction constitutes the company's qualifying transaction (as defined in Policy 2.4 (Capital Pool Companies) of the TSX-V) and was completed in accordance with the terms of an asset purchase agreement dated Sept. 13, 2023, entered into between the company and GM. Pursuant to the agreement and as a result of the transaction, GM assigned Moon River all of its rights, interests and obligations under a vending agreement dated April 1, 2016, as amended, entered into with Roda Holdings Inc. and Donald Davidson, under which GM held the right to prospect, develop and mine the Davidson property and the right to acquire the Davidson property.

Pursuant to the agreement, the company: (i) paid GM $630,000 in cash; (ii) issued nine million common shares to GM; and (iii) to the extent GM remains a 10-per-cent holder of Moon River, granted GM: (a) the right to nominate one director to the board of directors of Moon River; and (b) the pre-emptive right to retain its pro rata equity interest in Moon River in the event of future equity financings.

In connection with the completion of the transaction, the 12 million outstanding subscription receipts of the company were converted into 12 million common shares in accordance with the terms of the subscription receipt agreement dated Oct. 25, 2023, entered into between the company and TSX Trust Company. In addition, the escrowed proceeds from the subscription receipt financing were released in accordance with the provisions of the subscription receipt agreement. In consideration of the introduction of subscribers to the company, the company paid certain eligible persons: (i) an aggregate cash commission of $100,380; and (ii) an aggregate of 336,280 finders' warrants. Each finder warrant entitles the holder thereof to acquire one common share at a price of 25 cents per common share for a period of 24 months following closing of the transaction.

All securities issued in connection with the transaction are subject to a statutory resale hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Securities issued to principals (as defined in the policies of the TSX-V) are subject to the four-month exchange hold period referred to in TSX-V Policy 3.2 (Filing Requirements and Continuous Disclosure).

Following the transaction, the leadership team of the company was reconstituted as follows:

• Paul Parisotto -- president, chief executive officer and director;
• Tong Yin -- chief financial officer;
• Lorna MacGillivray -- corporate secretary;
• Ian McDonald -- director and chairman of the board;
• Gordon Reid -- director;
• Jamie Levy -- director.

As described in the company's filing statement dated Oct. 31, 2023, available under the company's profile on SEDAR+, certain of the company shares are subject to escrow requirements or seed share resale restrictions in accordance with TSX-V Policy 5.4 (Escrow, Vendor Considerations and Resale Restrictions).

Pursuant to the agreement, GM acquired nine million common shares. Prior to the completion of the transaction, GM did not own any securities of the company. Upon completion of the transaction, GM beneficially owns or controls nine million common shares, representing approximately 27.30 per cent of the company's issued and outstanding common shares on a non-diluted and partially diluted basis. Depending on market and other conditions or as future circumstances may dictate, GM may from time to time increase or decrease its holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+ and may also be obtained by contacting GM at 416-640-0280.

Additional information related to the company's business, the financing and the transaction (including the members of the management team and board of directors listed above) is available in the filing statement.

The Davidson agreement

Effective concurrently with the assignment to Moon River of GM's rights, interests and obligations under the Davidson agreement and closing of the transaction, the Davidson agreement was amended. Moon River is now the holder of the exclusive right of access to and from, to enter upon and take possession of, and to prospect, develop and mine, the Davidson property, and holds the right to remove and ship therefrom all ore, bullion, concentrates and minerals recovered in any manner from the Davidson property all subject to the provisions of the Davidson agreement. Roda shall transfer ownership and title to Moon River upon the earlier of: (i) Moon River obtaining bona fide financing commitments in amounts sufficient to construct a mine capable of mining at least 500,000 tons of ore per year where registration of title documents is required by the parties providing financing; or (ii) notice to Roda of commencement of commercial production at levels sufficient to result in the mining of at least 500,000 tons of ore within one year from commencement of commercial production. In consideration of the rights, Moon River shall pay Roda $100,000 annually and reimburse Roda for the annual lease and property maintenance payments in connection with the mining leases.

Upon transfer of title from Roda to Moon River, Roda shall reserve to itself, and Moon River will grant a 3-per-cent net smelter return royalty. If the NSR payments to Roda in a fiscal year are less than $100,000, Moon River must make a payment to Roda equivalent to the difference between the NSR payments for the fiscal year and $100,000.

As security for the performance of Moon River's obligations under the Davidson agreement, Roda also has a first-ranking mortgage of and security interest in Moon River's right, title and interest in the Davidson agreement, the Davidson property, and minerals and mineral products extracted or produced therefrom. Roda also has the right to terminate the Davidson agreement and/or require the transfer back of the Davidson property in certain circumstances.

Moon River has a right of first refusal in respect of the transfer from Roda to any third party of all or any part of the Davidson property, the NSR or any of Roda's rights under the Davidson agreement.

Stock option plan and grant of options

The company further announces that its board of directors approved a revised stock option plan on Oct. 31, 2023, amending the terms of the company's previous stock option plan to comply with the revised policies of the TSX-V for security-based compensation. The option plan provides that the aggregate number of securities reserved for issuance under the option plan, combined with any other compensation securities of the company, will not exceed 10 per cent of the number of common shares issued and outstanding from time to time.

The option plan will be presented to the shareholders of the company for ratification and approval at the annual and special shareholder meeting to be held on Dec. 18, 2023.

Concurrently with closing of the transaction, the company granted an aggregate of 2.82 million options to purchase common shares exercisable at a price of 25 cents per common share for a period of 10 years to certain directors, officers and consultants of the company. The grant and exercise of the options are subject to: (i) disinterested shareholder approval; and (ii) shareholder approval of the option plan at the annual and special meeting of shareholders. The options shall not vest until the above-mentioned shareholder approvals have been received by the company.

About Moon River Capital Ltd.

Moon River is a Canadian-based resource company focused on the acquisition, exploration and development of mineral projects. Moon River is focused on the development of the Davidson property, which consists of six mineral leases covering approximately 1,631.8 hectares in British Columbia. The Davidson property hosts a large molybdenum-tungsten deposit.

We seek Safe Harbor.