Mr. James Lumley reports

MOONBOUND MINING ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE CONTINENTAL LITHIUM AFRICA DEVELOPMENT CORPORATION

Moonbound Mining Ltd. has entered a definitive securities exchange agreement dated July 25, 2024, with Continental Lithium Africa Development Corp., a private arm's-length British Columbia company, pursuant to which the company will acquire all of the issued and outstanding securities of Continental from the securityholders of Continental.

About Continental Lithium Africa Development Corp.

Continental is a private arm's-length British Columbia company in the business of mineral resource development, providing practical and value-driven strategies for project identification, design, development and operations, targeting the untapped African lithium and battery metal resources opportunity. Continental is developing a portfolio of lithium properties in Namibia. With significant progress made in remote sensing, mapping and site assessments, the company has identified and secured, subject to the necessary ministry approvals and reinstatement of certain mining claims, promising prospects and provided guidance on the next steps for exploration and development. To achieve this, Continental has built a team of experienced miners and project developers, leveraging advanced technologies and proven methodologies, to navigate the complex mining industry value chain. Continental is committed to sustainable mining practices and strong community engagement, ensuring environmentally responsible operations.

Summary of the transaction

Pursuant to the terms of the securities exchange agreement, the company will seek to acquire all of the issued and outstanding Continental Securities in exchange for the issuance of 40.3 million common shares in the capital of the company at a deemed price of 37 cents per share and 20 million warrants, with each warrant entitling the holder thereof to acquire one additional share for a period of three years at an exercise price of 50 cents per share in consideration for the transaction.

The company has agreed to pay a finder's fee of two million shares on the closing of the transaction to an arm's-length third party that assisted in introducing and facilitating the transaction.

At the time of closing of the transaction, Continental will be a wholly owned subsidiary of the company and the company's business focus will be directed to its consolidated strategic lithium position, which will consist of 52,000 hectares in the south of Namibia and the Cape Cross/Uis area pegmatite belt (CUPB). The CUPB stretches 115 kilometres from Cape Cross in the west to Uis, which can be as wide as 24 kilometres. The company will also seek to appoint Steve Mynott to its board of directors once there is a vacancy on the board.

Closing conditions

The completion of the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) the company having had the reasonable opportunity to perform searches and other due diligence, and being satisfied with the results of such due diligence; (ii) receipt of all requisite consents, waivers and approvals for the transaction, including the approval of the Canadian Securities Exchange; (iii) the absence of any material adverse change in the business, affairs or operations of Continental; and (iv) other conditions customary for transactions of this nature. The parties will endeavour to complete the transaction as soon as practicable. There can be no assurance that the transaction will be completed as proposed or at all.

The transaction will be completed pursuant to available exemptions under applicable legislation. No change of control of the company is expected to occur as a result of the transaction.

Investors are cautioned that any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

About Moonbound Mining Ltd.

Moonbound Mining is a mineral exploration company that currently has several exploration projects and is seeking to acquire additional mineral exploration properties. The current projects include the Norrabees lithium project in South Africa, the Strathmore property in Namibia and the Yak property, located in northwestern British Columbia, Canada.

We seek Safe Harbor.