Mr. Paul Parisotto reports

MOON RIVER CAPITAL LTD. TO ACQUIRE 25% INTEREST IN THE ENDAKO MOLYBDENUM MINE

Moon River Capital Ltd. has signed a share purchase agreement (the SPA) dated Feb. 28, 2024, with Sojitz Corp., a Japanese multinational company, to indirectly acquire through the acquisition of Sojitz Moly Resources Inc. (SMR), a wholly owned subsidiary of Sojitz: (i) a 25-per-cent participating interest in the Endako molybdenum mine complex in British Columbia, and (ii) certain financing provided by Sojitz to SMR for the Endako mine complex in the aggregate of approximately $43.01-million.

Highlights of the proposed acquisition:

• Moon River to acquire SMR (including all of its assets and liabilities), which holds a 25-per-cent interest in the Endako mine complex;
• Sojitz to provide financing to SMR:
  • $15,475,000, representing SMR's current portion of the environmental reclamation security in respect of the Endako mine complex;
  • $25,535,000 to be deposited into trust to finance SMR's future care and maintenance costs and/or future increases to SMR's responsibility for 25 per cent of the environmental and asset retirement obligations for the Endako mine complex;
  • $2-million in cash.
• Significant tax losses which could potentially be utilized by SMR in the future;
• Earnout payments of up to $10-million in aggregate payable annually by the company to Sojitz beginning three years following completion of the acquisition, subject to the future price of molybdenum as described in more detail below;
• A break fee of $2.5-million payable by Sojitz to Moon River in the event that Moon River cannot complete the acquisition due to the exercise of an existing pre-emptive right.

Ian McDonald, chairman of Moon River, commented: "We are very pleased to be acquiring a 25-per-cent interest in this modern, efficient and established asset. The Endako mine complex represents the largest molybdenum producer Canada has ever had and one of the largest molybdenum mines in North America."

Paul Parisotto, president and chief executive of Moon River, said: "This strategic acquisition fits elegantly with our focus on acquiring the highest-quality molybdenum assets. Declared a critical mineral by the government of Canada, molybdenum earned that designation because it is deemed essential to Canada's economic security and because it is required for Canada's transition to a low-carbon economy due to the significant role molybdenum plays in contemporary industrial technology, which requires stainless steels that can withstand high stress, extreme temperature ranges and highly corrosive environments, without adding excessive extra weight. In addition, the Endako mine complex's proximity to the Davidson project makes this a compelling acquisition."

The Endako mine complex

SMR is the holder of a 25-per-cent participating interest in the Endako mine complex pursuant to an exploration, development and mine operating agreement dated as of June 12, 1997 (the JVA), entered into between SMR and Thompson Creek Mining Ltd. (now Thompson Creek Metals Company Inc.) (TCM), a subsidiary of Centerra Gold Inc.

The following information on the Endako mine complex is based on public disclosure by Centerra Gold Inc. included in its 2022 annual information form dated March 30, 2023, available on SEDAR+.

TCM holds a 75-per-cent participating interest in, and is the manager of, the Endako mine complex.

The Endako mine complex is an open-pit molybdenum mine, concentrator and roaster, located approximately 161 kilometres west of Prince George, B.C. The Endako mine complex consists of three open pits which were amalgamated as part of a mine and mill expansion completed in June, 2012. The processing facilities, which were upgraded and augmented, include a 55,000-ton-per-day (50,000 tonnes) concentrator, a 35,000-to-40,000-pound-per-day capacity molybdenum roaster (and an additional non-operating roaster), tailings and reclaim water ponds, a crushing plant, waste rock dumps, an administrative building, a truck shop/warehouse, a change house, a first aid station, a laboratory, a garage, and other shops. The power supply of the site is provided by a nine-kilometre, 69-kilovolt power line owned by B.C. Hydro from a nearby substation. Water for the milling process is recirculated from the tailings facility while makeup water is pumped from nearby Francois Lake. Operations at the Endako mine complex began in 1965 and were suspended in December, 2014, as a result of market conditions and the Endako mine complex has been held on a care and maintenance basis since July, 2015.

There are no royalties, back-in rights, encumbrances on title or other agreements, other than the JVA.

The historical mineral resource estimates herein were prepared in 2011 and were estimated based on a molybdenum price of $14 per pound and an exchange rate of $1 (U.S.)/$1.25. The open-pit mineral resources are constrained by a pit shell and are estimated based on a 0.025-per-cent molybdenum cut-off grade. Further information concerning the Endako mine complex deposit is described in the technical report dated Sept. 12, 2011, and filed on SEDAR+ by TCM. Such technical report describes the exploration history, geology and style of molybdenum mineralization at the Endako mine complex. Sample preparation, analytical techniques, laboratories used and quality assurance/quality control protocols used during the exploration drilling programs are reported to have been consistent with industry standards and carried out by independent, certified assay labs.

A qualified person has not done sufficient work to classify the historical estimates as current mineral resources and Moon River is not treating the historical estimates as current mineral resources. The scientific and technical content of this news release was reviewed and approved by Brian Leblanc, PEng, of A-Z Mining Professionals Ltd., and a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

The acquisition

Pursuant to the SPA, the company has agreed to acquire, on an arm's-length, as-is, where-is basis, all issued and outstanding common shares of SMR in consideration for $1 and four annual earnout payments beginning on the third anniversary of completion of the acquisition and ending on the sixth anniversary of completion of the acquisition.

Each earnout payment shall be determined based on the average market price of molybdenum for a period from the anniversary of the closing date of the acquisition in the previous calendar year to the date immediately prior to the next anniversary date.

The earnout payments payable by the company to Sojitz shall not exceed $10-million in the aggregate and are payable irrespective of whether or not the Endako mining complex is in production at such time. As at the date hereof, the market price of molybdenum is $20.35 (U.S.), based on information from the London Metals Exchange.

Sojitz, in turn, has agreed to:

1. Deposit $15,475,000, subject to adjustment prior to closing as required by governmental authorities, in a bank account in SMR's name for the purposes of satisfying SMR's reclamation security obligations pursuant to the mine permit for the Endako mine complex (the environmental security);
2. Deliver approximately $25,535,000 (the trust funds), subject to adjustment prior to closing as described below, to TSX Trust Company (the trustee) to establish a trust fund administered by the trustee for the purpose of paying for SMR's share of care and maintenance and other environmental expenses in respect of the Endako mine complex following closing;
3. Cause SMR to have funds in a bank account in an amount of $2-million.

The company, Sojitz and SMR have agreed to enter into a trust indenture with the trustee pursuant to which the trust funds will be placed in an irrevocable single-purpose trust for the exclusive purpose of providing financing for SMR's share of the care and maintenance of the Endako mine complex and satisfaction of other environmental obligations of SMR relating to the Endako mine complex.

The amount of the trust funds shall be determined immediately prior to closing subject to adjustments related to the environmental security and payments made by Sojitz with respect to the 2023 and 2024 plans and budgets of the Endako mine complex prior to closing.

The acquisition is subject to a number of conditions precedent, including receipt of all corporate and regulatory approvals (including the approval of the TSX Venture Exchange), obtaining clearance under the Investment Canada Act, and the outstanding pre-emptive right having expired without exercise or having been waived (as discussed below). The company would seek to complete the acquisition within 60 days of receipt of notice that the pre-emptive right will not be exercised.

Pre-emptive right and break fee

The acquisition is subject to the waiver or expiry of an outstanding pre-emptive right relating to SMR's interest in the Endako mine complex, which may be exercised within 60 days of the date notice is provided of the acquisition. If the pre-emptive right is exercised, the SPA will be terminated with respect to Moon River and Moon River will not proceed with the acquisition.

In connection with the pre-emptive right, Moon River and Sojitz have entered into a side-letter agreement pursuant to which Sojitz will agree to pay the company $2.5-million in the event that the pre-emptive right is exercised, and the SPA is terminated with respect to Moon River.

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 hosts a large molybdenum-tungsten deposit and is located near Smithers, B.C.

We seek Safe Harbor.