Murchison Minerals : Report of Exempt Distribution October 21, 2021 Private Placement

Form 45-106F1 Report of Exempt Distribution (Non-investment fund issuer)

ITEM 1 - REPORT TYPE

New report

Amended report If amended, provide Submission ID of report that is being amended:

(Example: EDR1234567890-123)

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 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

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 (if applicable)

www.murchisonminerals.com

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

Did two or more co-issuers distribute a single security?

No

Yes

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)

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

Does the Underwriter's Firm have an NRD Number?	Firm NRD number
No Yes

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

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

ITEM 5 - ISSUER INFORMATION

a) 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

212233

.

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

N/A

b) Number of employees

0 - 49

50 - 99

100 - 499

500 or more

c) SEDAR profile number

Does the issuer have a SEDARprofile ?

If yes, provide SEDAR profile number:

If the issuer's SEDAR profile is a "private" profile, please provide a

screenshot of the issuer's profile by e-mail to

No

Yes

00017383

[e-mail]

d) Head office address

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

Street address

Municipality

Province/State

Postal/ZIP code

Country

Telephone number

e) Date of formation and financial year-end

Date of formation

Financial year-end

f) Reporting issuer status

Is the issuer a reporting issuer in any jurisdiction of Canada?

No

Yes

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

g) Public listing status

Does the issuer have a CUSIP number?

CUSIP number (provide first 6 digits only)

No

Yes

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:

Not Applicable

Toronto Stock Exchange

TSX Venture Exchange

Canadian Securities Exchange

Aequitas Neo Exchange

Australian Securities Exchange

Deutsche Boerse

Euronext

London Stock Exchange

Nasdaq

New York Stock Exchange

Shanghai Stock Exchange

Shenzhen Stock Exchange

Stock Exchange Of Hong Kong

Tokyo Stock Exchange

OTHER

If other, describe:

h) 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 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.

a) 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):

b) 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		End Date
2021-10-21		2021-10-21

c) Detailed purchaser information

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

SCHEDULE 1 V3.xlsx - 54 KB

d) 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 code

CUSIP

Number of

Single or lowest

Highest price

Total amount

number

securities

price

UBS

13,500,000.0000

0.0800

1,080,000.0000

Description of security:

Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant.

FTU

30,737,571.0000

0.0950

2,920,069.2700

Description of security: Each flow throw unit is comprised of one flow through common share of the Company and one-half of one common share purc

e) 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.

Not Applicable

	Convertible /		Underlying	Exercise price	Expiry date
exchangeable		security	(Canadian $)		Conversion ratio
	(YYYY-MM-DD)
	security code		code	Lowest		Highest
	WNT		CMS	0.1200			2022-10-21		1:1
	Describe other terms:
	(if applicable)

f) 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 of Canada, state the province or territory, otherwise state country.

	Province or		Exemption relied on		No. of unique		Total amount
	country			purchasers2a		(Canadian $)
	Ontario		NI 45-106 2.3 [Accredited investor]		5		1,328,020.0000
	Ontario		NI 45-106 2.5 [Family, friends and business associates]		1		9,994.0000
	Saskatchewan		NI 45-106 2.3 [Accredited investor]		1		161,984.5000
	Alberta		NI 45-106 2.3 [Accredited investor]		1		100,001.7500
	Quebec		NI 45-106 2.3 [Accredited investor]		30		2,400,069.0200
			Total dollar amount of securities distributed		4,000,069.2700
				2b

Total dollar amount of securities distributed	4,000,069.2700
Total number of unique purchasers2b	38

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.

ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION

h) 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.

Not Applicable

				Date of	Previously
				filed with or	Previously filed
		Description		document or	Filename
			delivered to	Submission ID
				other material
				regulator?
1.
				Y	N