Murchison Minerals : Report of Exempt Distribution March 5, 2021 Private Placement

Form 45-106F1 Report of Exempt Distribution

ITEM 1 - REPORT TYPE

✖ New report

	Amended report	If amended, provide filing date of report that is being amended.	(YYYY-MM-DD)

ITEM 2 - PARTY CERTIFYING THE REPORT

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Investment fund issuer

✖ Issuer (other than an investment fund)

Underwriter

ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name MURCHISON MINERALS LTD.

Previous full legal name

If the issuer's name changed in the last 12 months, provide most recent previous legal name.

Website	www.murchisonminerals.com	(if applicable)

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".

Legal entity identifier

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

Full legal name(s) of co-issuer(s)		(if applicable)

ITEM 4 - UNDERWRITER INFORMATION

If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.

Full legal name

Firm NRD number								(if applicable)

If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.

Street address
Municipality		Province/State
Country		Postal code/Zip code
				(if applicable)
Telephone number		Website

ITEM 5 - ISSUER INFORMATION

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

1. Primary industry

Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer's primary business activity.

NAICS industry code	2	1	2	2	3	3

If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer's stage of operations.

✖

Exploration

Development

Production

Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.

Mortgages

Real estate

Commercial/business debt

Consumer debt

Private companies

Cryptoassets

1. Number of employees

Number of employees:

✖

0 - 49

50 - 99

100 - 499

500 or more

1. SEDAR profile number

Does the issuer have a SEDARprofile?

No

✖ Yes

If yes, provide SEDAR profile number

0

0

0

1

7

3

8

3

If the issuer does not have a SEDAR profile complete Item 5(d) - (h).

1. Head office address

Street address			Province/State
Municipality			Postal code/Zip code
Country			Telephone number

1. Date of formation and financial year-end

Date of formation

Financial year-end

YYYY

MM

DD

MM

DD

f) Reporting issuer status

Is the issuer a reporting issuer in any jurisdiction of

No

Yes

Canada?

If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.

All	AB	BC	MB	NB	NL	NT
NS	NU	ON	PE	QC	SK	YT

1. Public listing status

If the issuer has a CUSIP number, provide below (first 6 digits only).

CUSIP number

If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.

Exchange name

1. Size of issuer's assets

Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.

$0 to under $5M		$5M to under $25M		$25M to under $100M
$100M to under $500M		$500M to under $1B		$1B or over

ITEM 6 - INVESTMENT FUND ISSUER INFORMATION

If the issuer is an investment fund, provide the following information.

1. Investment fund manager information

Full legal name

Firm NRD Number								(if applicable)

If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.

Street Address

Municipality			Province/State
Country			Postal code/Zip code
Telephone number			Website (if applicable)

1. Type of investment fund

Type of investment fund that most accurately identifies the issuer (select only one).

Money market		Equity		Fixed income		Balanced
Alternative strategies		Cryptoasset		Other (describe)

Indicate whether one or both of the following apply to the investment fund.

Invests primarily in other investment fund issuers

Is a UCITs Fund 1

1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.

1. Date of formation and financial year-end of the investment fund

Date of formation				Financial year-end
	YYYY	MM	DD		MM	DD

1. Reporting issuer status of the investment fund

Is the investment fund a reporting issuer in any jurisdiction of		No		Yes
Canada?

If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.

All	AB	BC	MB	NB	NL	NT
NS	NU	ON	PE	QC	SK	YT

1. Public listing status of the investment fund

If the investment fund has a CUSIP number, provide below (first 6 digits only).

CUSIP number

If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.

Exchange name

1. Net asset value (NAV) of the investment fund

Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).

$0 to under $5M		$5M to under $25M		$25M to under $100M
$100M to under $500M		$500M to under $1B		$1B or over	Date of NAV calculation:

YYYY MM DD

ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.

1. Currency

Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.

✖

Canadian dollar

US dollar

Euro

Other (describe)

1. Distribution date(s)

State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.

Start date	2021-03-05	End date	2021-03-05
	YYYY MM DD		YYYY MM DD

1. Detailed purchaser information

Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.

1. Types of securities distributed

Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

						Canadian $
	Security	CUSIP number		Number of	Single or	Highest
	Description of security	lowest	Total amount
	code	(if applicable)	securities	price
		price
+	UBS (Units of b	626426209	Units comprised 1 common share & 1/2 wa	10,000,000.0000	0.0800	0.0800	800,000.00
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1. Details of rights and convertible/exchangeable securities

If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.

		Convertible /	Underlying	Exercise price	Expiry date	Conversion
		(Canadian $)
	exchangeable
	security code	security code	Lowest	Highest	(YYYY-MM-DD)	ratio	Describe other terms (if applicable)
+		WNT (Warrants)	CMS (Common shares	0.1200	0.1200	2022-09-05	1/1	5,000,000 full warrants convertible into 5 MM
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1. Summary of the distribution by jurisdiction and exemption

State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.

This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.

For jurisdictions within Canada, state the province or territory, otherwise state the country.

	Province or		Exemption relied on	Number of unique	Total amount	(Canadian $)
	country		purchasers2a
+	Ontario		NI 45-106 2.3 [Accredited Investor]	7		492,800.00
-
+	Ontario		NI 45-106 2.5 [Family, Friends and business associates]	1		11,200.00
-
+	Quebec		NI 45-106 2.3 [Accredited Investor]	1		200,000.00
-
+	Quebec		NI 45-106 2.5 [Family, Friends and business associates]	1		16,000.00
-
+
-
+
-
+	United Kingdom		Other - Non Canadian Subscriber	1		80,000.00
-

	Province or	Exemption relied on	Number of unique	Total amount	(Canadian $)
	country	purchasers2a
		Total dollar amount of securities distributed		800,000.00
		Total number of unique purchasers2b	11

2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.

2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.

1. Net proceeds to the investment fund by jurisdiction

If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country	Net proceeds
(Canadian $)

+

-

Total net proceeds to the investment fund

3"Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.

1. Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

	Date of document or	Previously filed with	Date previously filed or delivered
Description	other material	or delivered to
(YYYY-MM-DD)
	(YYYY-MM-DD)	regulator? (Y/N)

+

-