The Company issued 9,040,000 Hard Dollar units (“HD Units”) at a price of $0.05 per HD Unit, and 10,636,500 National flow-through units (“NFT Units”) at a price of $0.055 per NFT Unit, to raise aggregate gross proceeds of CAD $1,037,007.50.

Each Unit was comprised of one common share of the Company (a “Common Share”) and one-half of a common share purchase warrant (each whole warrant, a “Warrant”) and each NFT Unit were comprised of one flow-through common share of the Company (a “FT Common Share”) and one-half of a Warrant. Each whole Warrant shall be exercisable to acquire one additional Common Share at a price of $0.08 for a period of 24 months expiring December 28th, 2025.

All securities issued under the Private Placement are subject to a hold period expiring on April 29th, 2024, in accordance with applicable securities laws. Proceeds from the Private Placement will be directed towards exploration at the Company’s 100%-owned BMK Zn-Cu-Ag-Pb-Au VMS Project in Saskatchewan and working capital and administrative expenses.

Mr. Johnson acquired 8,500,000 Units for $425,000 to maintain his current ownership in the Company at approximately 30%.

The Private Placement constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as an insider of the Company acquired 8,500,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Private Placement by insiders does not exceed 25% of the market capitalization of the Company, as determined 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 Private Placement, which the Company deems reasonable in the circumstances to complete the Private Placement in an expeditious manner. The Private Placement was approved by all independent directors of the Company.

The Private Placement is subject to final acceptance of the TSX Venture Exchange. Finder’s fees of $41,250 were paid and 518,190 Finder’s warrants were issued in relation to the Private Placement. Finder’s warrants shall be exercisable to acquire one additional Common Share at a price of $0.055 for a period of 24 months expiring December 28th, 2025. All Finder’s warrant issued are subject to a four-month hold period until April 29th, 2025, in accordance with applicable securities laws.

On December 29th, 2023, the Company approved the issuance of 4,725,000 stock options to directors, officers, employees and consultants of the Company. The options are exercisable into common shares of the Company at a price of $0.05 expiring on December 29th, 2028. The options vested immediately.

Murchison is a Canadian‐based exploration company focused on nickel-copper-cobalt exploration at the 100% – owned HPM Project in Quebec and the exploration and development of the 100% – owned Brabant Lake zinc‐copper‐silver project in north‐central Saskatchewan. Following the Private Placement, Murchison will have 260.8 million shares issued and outstanding.