Umdoni Exploration Inc. Announces Private Placement Pursuant to the Listed Issuer Financing Exemption and Other Prospectus Exemptions

Umdoni Exploration Inc.

401 - 750 West Pender Street

Vancouver, BC, V6C 2T7

UMDONI EXPLORATION INC. ANNOUNCES PRIVATE PLACEMENT PURSUANT

TO THE LISTED ISSUER FINANCING EXEMPTION AND OTHER PROSPECTUS

EXEMPTIONS

Not for distribution to U.S. news wire services or dissemination in the United States.

Vancouver, British Columbia, December 28, 2023 – Um doni Exploration Inc. (CSE: UDI)

(the “Company” or “Umdoni”) is undertaking a non-brokered private placement of up to

7,500,000 units (the “Units”) of the Company at a price of $0.20 per Unit for g ross proceeds of

up to $1,500,000 (the “Financing” ).

Each Unit will consist of one common share in the c apital of the Company ( “Common Share”)

and one Common Share purchase warrant ( “Warrant”). Each Warrant will entitle the holder

thereof to purchase one Common Share of the Company ( “Warrant Share” ) for a period of one

year following the issuance of the Units at an exercise price of $0.30 per Warrant Share.

Listed Issuer Financing Exemption

As part of the Financing, the Company plans to issue up to 2,200,000 Units pursuant to the listed

issuer financing exemption prescribed by Part 5A of National Instrument 45-106 - Prospectus

Exemptions (“LIFE” ). The securities offered under LIFE will not be s ubject to a hold period in

accordance with applicable Canadian securities laws.

There is an offering document related to this offer ing that can be accessed under the Company’s

profile at www.sedarplus.com. Prospective investors should read this offering document before

making an investment decision.

The Company does not plan to pay any commissions with respect to the funds raised using LIFE.

The Company will use the funds raised using LIFE fo r exploration expenditures and general

working capital.

Other Prospectus Exemptions

The Company also plans to issue up to 5,300,000 Uni ts using other prospectus exemptions. The

Units issued pursuant to other prospectus exemptions will be subject to the four months plus one

day statutory hold period.

The Company may pay to certain eligible finders a c ash finder’s fee and may also issue to such

finders share purchase warrants of the Company with respect to the funds raised pursuant to other

prospectus exemptions.

The Company plans to use the funds raised pursuant to the other prospectus exemptions for

exploration expenditures, general working capital and expansion of its exploration assets.

Completion of the Financing is subject to certain conditions including the receipt of all necessary

approvals and the acceptance by the Canadian Securi ties Exchange. The Financing is subject to

the approval of the shareholders holding at least 50% of the Company’s common shares.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities

in the United States, nor shall there be any sale of the securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will

they be, registered under the United States Securit ies Act of 1933, as amended (the “1933 Act”)

or under any U.S. state securities laws, and may not be offered or sold in the United States absent

registration or an applicable exemption from the re gistration requirements of the 1933 Act, as

amended, and applicable state securities laws.

On behalf of the Board of Directors,

UMDONI EXPLORATION INC.

“Jesse Hahn”

Director and CEO

For more information, please contact the Company: 604-428-7050

Website: www.umdoniexploration.com

About Umdoni Exploration Inc.

The Company is in the business of mineral explorati on. The Company is focused on the

exploration of its 100% owned Chlore Property (the “Property”) located near Smithers, BC. The

Property hosts a calc-alkalic porphyry copper-molybdenum target. In 2021 the Company’s work

plan was focused on obtaining an understanding of t he alteration and mineralization on the

Property. The work program included helicopter borne magnetic and radiometric surveys over the

whole Property area. The 2023 phase of exploration on the Property was comprised of geolofical

mapping, soil and rock-chip sampling.

Forward Looking Statements

When used in this news release, the words "estimate ", "project", "belief", "anticipate", "intend",

"expect", "plan", "predict", "may" or "should" and the negative of these words or such variations

thereon or comparable terminology are intended to i dentify forward-looking statements and

information. Although the Company believes, in light of the experience of their respective officers

and directors, current conditions and expected futu re developments and other factors that have

been considered appropriate, that the expectations reflected in the forward-looking statements and

information in this news release are reasonable, un due reliance should not be placed on them

because the parties can give no assurance that such statements will prove to be correct. The

forward-looking statements and information in this news release include, amongst others, the

Company's ability to complete the Financing on the terms and on the proposed closing timeline or

at all and the use of proceeds of the Financing. Such statements and information reflect the current

view of Company. There are risks and uncertainties that may cause actual results to differ

materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and

other factors which may cause our actual results, p erformance or achievements, or other future

events, to be materially different from any future results, performance or achievements or implied

by such forward-looking statements. There are a number of important factors that could cause the

Company's actual results to differ materially from those indicated or implied by forward-looking

statements and information. Such factors include, a mong others: currency fluctuations; limited

business history of the parties; disruptions or changes in the credit or security markets; results of

operation activities and development of projects; project cost overruns or unanticipated costs and

expenses; and general development, market and industry conditions.

The Company undertakes no obligation to comment on analyses, expectations or statements made

by third parties in respect of its securities or its financial or operating results (as applicable). The

Company cautions that the foregoing list of materia l factors is not exhaustive. When relying on

the Company's forward-looking statements and inform ation to make decisions, investors and

others should carefully consider the foregoing factors and other uncertainties and potential events.

The Company has assumed that the material factors referred to in the previous paragraph will not

cause such forward-looking statements and information to differ materially from actual results or

events. However, the list of these factors is not exhaustive and is subject to change and there can

be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The forward-looking information contained in this news release represents the expectations of the

Company as of the date of this news release and, accordingly, are subject to change after such date.

The Company does not undertake to update this infor mation at any particular time except as

required in accordance with applicable laws.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of

this news release.