The TSX Venture Exchange has accepted for filing Moon River Capital Ltd.'s qualifying transaction (QT), as described in the company's filing statement dated Oct. 31, 2023. As a result, at the opening on Monday, Nov. 20, 2023, the company will no longer be considered a capital pool company. The qualifying transaction includes the following.

Pursuant to an asset purchase agreement dated Sept. 13, 2023, with Generation Mining Ltd., Generation Mining assigned the company all of its right, interests and obligations under a vending agreement dated April 1, 2016, as amended, entered into with Roda Holdings Inc. and Donald Davidson, under which Generation Mining held the right to prospect, develop and mine the Davidson property, and the right to acquire the Davidson property, located in British Columbia, Canada. In exchange, the company: (i) paid $630,000 in cash to Generation Mining; (ii) issued nine million common shares to Generation Mining; and (iii) to the extent Generation Mining remains a 10-per-cent holder of the company, granted Generation Mining (a) the right to nominate one director to the board of directors of the company and (b) the pre-emptive right to retain its pro rata equity interest in the company in the event of future equity financings.

Private placement -- non-brokered

Prior to the completion of the QT, the company completed a non-brokered private placement of subscription receipts, which have been exchanged into the following securities in the company.

Number of shares:  12 million common shares

Purchase price:  25 cents per share

Number of placees:  95 places

Total insider involvement:  2,294,000 (six insiders)

Total pro group involvement:  200,000 (one pro group)

Finder's fee:  $100,380 cash and 336,280 warrants

Finder's warrant terms:  Each warrant entitles the holder to purchase one common share at the price of 25 cents for two years from the date of issuance.

Capitalization:  unlimited number of common shares with no par value, of which 32.96 million common shares are issued and outstanding

Escrow:  nine million common shares for an escrow term of 36 months and 9.1 million common shares for an escrow term of 18 months

Transfer agent:  TSX Trust Company

Trading symbol:  MOO (same symbol as CPC but with .P removed)

The company is classified as a mining -- metal ore company (NAICS No. 21229).

Effective at the open on Monday, Nov. 20, 2023, trading in the shares of the company will resume.