SUPPL 1 MainDocument.htm SUPPL

Filed pursuant to General Instruction II.L of Form F-10

File No. 333-293554

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated September 23, 2025 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein or therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated September 23, 2025 from documents filed with securities commissions or similar authorities in Canada and with the United States Securities and Exchange Commission (the "SEC"). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of Blue Moon Metals Inc., 220 Bay Street, Suite 550, Toronto, Ontario, M5J 2W4, 416-230-3440, and are also available electronically on the System for Electronic Data Analysis ("SEDAR+") at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval System ("EDGAR") at www.sec.gov under Blue Moon Metals Inc.'s issuer profile.

PROSPECTUS SUPPLEMENT

TO THE SHORT FORM BASE SHELF PROSPECTUS DATED SEPTEMBER 23, 2025

New Issue

April 29, 2026

Graphics

BLUE MOON METALS INC.

$100,000,000

10,000,000 Common Shares

This prospectus supplement (this "Prospectus Supplement") of Blue Moon Metals Inc. ("Blue Moon" or the "Corporation"), together with the short form base shelf prospectus dated September 23, 2025 (the "Prospectus"), qualifies the distribution (the "Offering") of 10,000,000 common shares of the Corporation (the "Offered Shares") at a price of $10.00 per Offered Share (the "Offering Price"). The Offered Shares are being issued and sold pursuant to an underwriting agreement dated April 29, 2026 (the "Underwriting Agreement") among the Corporation, Scotia Capital Inc. ("Scotia"), ATB Capital Markets Corp. (“Cormark”) and Canaccord Genuity Corp. ("Canaccord", and together with Scotia and Cormark, the "Lead Underwriters") as the co-lead underwriters and joint bookrunners, and Haywood Securities Inc., Titan Partners Group LLC, a division of American Capital Partners, LLC ("Titan"), Maxim Group LLC ("Maxim") and Red Cloud Securities Inc. (collectively, the "Underwriters"). The Offering Price was determined based on arm's length negotiations between the Corporation and the Lead Underwriters, on behalf of the Underwriters, and with reference to the prevailing market price of the issued and outstanding common shares of the Corporation (the "Common Shares"). See "Description of Securities Being Distributed" and "Plan of Distribution".

- i -

Concurrently with the Offering, the Corporation intends to complete a concurrent private placement offering (the "Concurrent Private Placement") of 5,000,000 Common Shares (the "Private Placement Shares") at the Offering Price for aggregate gross proceeds of $50 million with certain existing shareholders of the Corporation and other purchasers (each a "Placement Investor"). The Corporation and the Underwriters will enter into a placement agreement pursuant to which the Private Placement Shares will be sold (the "Placement Agreement"). The Corporation will enter into a subscription agreement with each Placement Investor setting out the detailed terms of the Concurrent Private Placement. The Concurrent Private Placement is expected to close on or about May 6, 2026 or such later date as mutually agreed to by the Corporation and the Lead Underwriters on behalf of the Underwriters, including to accommodate for multiple tranches of the Concurrent Private Placement, if applicable. Listing of the Private Placement Shares is subject to the Corporation fulfilling all of the requirements of the TSX Venture Exchange (the "TSXV") and the Nasdaq Capital Market (“Nasdaq”), respectively. The Concurrent Private Placement is being conducted as a separate offering from the Offering and is not being made by means of this Prospectus Supplement or the accompanying Prospectus. The Concurrent Private Placement has not been conditioned upon the completion of the Offering, and the Offering has not been conditioned upon the completion of the Concurrent Private Placement. See "Concurrent Private Placement".

The Common Shares are listed and posted for trading on the TSXV under the symbol "MOON" and on the Nasdaq under the symbol "BMM". The Common Shares are also quoted on the Frankfurt Stock Exchange ("FRA") under the symbol "8SX0". On April 28, 2026, the last full trading day prior to the date of this Prospectus Supplement, the closing price of the Common Shares on the TSXV was $10.05, the closing price of the Common Shares on the Nasdaq was US$7.295 and the closing price of the Common Shares on the FRA was €6.20. The Corporation has applied to list the Offered Shares (including the Over-Allotment Shares (as defined herein)) on the TSXV and the Nasdaq. Listing of the Offered Shares is subject to the Corporation fulfilling all of the requirements of the TSXV and the Nasdaq, respectively.

Price: $10.00 per Offered Share

	Price to the Public	Underwriters' Fee(1)(2)	Net Proceeds to Blue Moon(2)(3)
Per Offered Share	$10.00	$0.50	$9.50
Total Offering(2)	$100,000,000	$5,000,000	$95,000,000

Notes:

(1)	In consideration for the services rendered by the Underwriters in connection with the Offering, the Corporation has agreed to pay the Underwriters a cash commission equal to 5.0% (the "Underwriters' Fee") of the gross proceeds of the Offering (including, for greater certainty, on any exercise of the Over-Allotment Option (as defined herein)), provided the cash commission payable on subscriptions of Offered Shares by certain select purchasers shall be reduced to 2.5%. Assuming no reduction in the Underwriters' Fee, actual commission may be lower due to reduced commissions applicable to certain purchasers.
(2)	The Corporation has granted the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days following the Closing Date (as defined herein), to purchase up to an additional 1,300,000 Offered Shares (the "Over-Allotment Shares"), at the Offering Price, to cover over-allocations, if any, and for market stabilization purposes. The grant of the Over-Allotment Option is qualified by this Prospectus Supplement. A person who acquires securities forming part of the Underwriters' over-allocation position acquires those securities under this Prospectus Supplement regardless of whether the Underwriters' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total "Price to the Public", "Underwriters' Fee" and "Net Proceeds to Blue Moon" (before payment of the expenses of the Offering and assuming no reduction to the Underwriters' Fee) will be $113,000,000, $5,650,000 and $ 107,350,000 (assuming no reduction in the Underwriters' Fee, actual commission may be lower due to reduced commissions applicable to certain purchasers), respectively. See "Plan of Distribution" and the table below.
(3)	After deducting the Underwriters' Fee (assuming no reduction in the Underwriters' Fee), but before deducting the expenses of the Offering (such expenses estimated to be $1,025,850), which, together with the Underwriters' Fee, will be paid by the Corporation out of the gross proceeds of the Offering. See "Plan of Distribution".

The following table sets out the number of securities under the Over-Allotment Option that may be issued by the Corporation in connection with the Offering:

Underwriters' Position	Maximum Size or Number of Securities Available	Exercise Period	Price
Over-Allotment Option	1,300,000 Over-Allotment Shares	Up to 30 days following the Closing Date	$10.00 per Over-Allotment Share

- ii -

Unless the context otherwise requires, all references to the "Offering" and the "Offered Shares" in this Prospectus Supplement shall include the Over-Allotment Option and the Over-Allotment Shares, respectively.

Pursuant to the terms and conditions of an investor rights agreement (the "Hartree IRA") entered into between the Corporation and Hartree Partners, LP ("Hartree") on March 7, 2025, Hartree holds pre-emptive rights to participate in the Corporation’s subsequent offerings to subscribe for and acquire such number of Common Shares as would result in the pro rata interest of Hartree, immediately following the completion of such offering being equal to its respective pro rata interest immediately prior to such offering, on the same terms and conditions of such offering (the “Hartree Pre-Emptive Rights”). Pursuant to an investor rights agreement (the "Teck IRA") entered into between the Corporation and Teck Resources Limited ("Teck") on March 13, 2026, Teck holds pre-emptive rights to participate in the Corporation’s subsequent offerings to subscribe for and acquire such number of Common Shares as would result in the pro rata interest of Teck, immediately following the completion of such offering being equal to its pro rata interest immediately prior to such offering, or such greater number of Common Shares as would result in Teck holding up to 9.9% of the Common Shares of the Corporation, on the same terms and conditions of such offering (the “Teck Pre-Emptive Rights”). Any exercise by Teck of the Teck Pre-Emptive Rights in connection with the Concurrent Private Placement would be in addition to the 5,000,000 Private Placement Shares issuable pursuant to the Concurrent Private Placement and would result in an upsize of the Concurrent Private Placement. No other shareholder currently holds any valid pre-emptive rights.

Subject to applicable laws and in connection with the Offering, the Underwriters may over-allot or effect transactions which are intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Offered Shares at a lower price than stated above. Any such reduced-price sales will not affect the net proceeds to be received by the Corporation under the Offering. See "Plan of Distribution".

An investment in the Offered Shares is highly speculative and involves a high degree of risk and should only be made by persons who can afford the total loss of their investment. The risk factors included or incorporated by reference in this Prospectus Supplement should be carefully reviewed and considered by purchasers in connection with an investment in the Offered Shares. See "Notice to Investors – Forward-Looking Information" and "Risk Factors" in this Prospectus Supplement and "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in the AIF (as defined herein), which is available electronically on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and is incorporated by reference herein.

THE OFFERED SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OR ANY CANADIAN SECURITIES REGULATOR NOR HAS ANY OF THE FOREGOING PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE SHORT FORM BASE PROSPECTUS DATED SEPTEMBER 23, 2025 TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Offering is being made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system (the "MJDS") adopted by the United States and Canada, to prepare this Prospectus Supplement and the Prospectus in accordance with Canadian disclosure requirements. Investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and are subject to the rules and auditor independence standards of the United States Public Company Accounting Oversight Board, and thus may not be comparable to financial statements of United States companies under United States generally accepted accounting principles ("U.S. GAAP").

- iii -

In addition, as a "foreign private issuer", the Corporation is exempt from certain rules under the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") prescribing the furnishing and content of proxy statements, and the Corporation's officers, directors and principal shareholders are currently exempt from the reporting and "short swing" profit recovery provisions contained in Section 16 of the U.S. Exchange Act. Although Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the "Holding Foreign Insiders Accountable Act", which was signed into U.S. law on December 18, 2025, requires the directors and officers of certain foreign private issuers to make insider reports under Section 16(a) of the U.S. Exchange Act, effective March 18, 2026, the Corporation's directors and officers were exempted from this requirement because the Corporation is organized in Canada and its directors and officers are subject to the insider reporting requirements of Canada's National Instrument 55-104. In addition, the Corporation is not required to publish financial statements as promptly as a domestic U.S. issuer in certain instances or follow certain other rules and regulations applicable to domestic U.S. issuers. See "Risk Factors - As a foreign private issuer, the Corporation is subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to its U.S. shareholders".

The Offering is being made in Canada under the terms of this Prospectus Supplement. The securities being offered under this Prospectus Supplement are also being registered in the United States under the terms of the Corporation's prospectus supplement filed pursuant to General Instruction II.L of Form F-10 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), supplementing the base prospectus that forms a part of the Corporation's registration statement (the "Registration Statement") on Form F-10 (File No. 333-293554) filed with the SEC on February 18, 2026. See "Plan of Distribution". As used in this Prospectus Supplement, "United States" and "U.S. person" are as defined in Regulation S promulgated under the U.S. Securities Act.

The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Corporation is existing under the provincial laws of British Columbia, that most of its officers and directors are not residents of the United States, that some or all experts named herein are not residents of the United States, and that a substantial portion of the assets of the Corporation and said persons are located outside the United States. See "Enforcement of Judgments Against Foreign Persons".

Prospective investors should be aware that the acquisition, holding or disposition of the Offered Shares may have tax consequences in Canada or in the United States. Such consequences for investors may not be described fully herein. Prospective investors are encouraged to consult their own tax advisors with respect to their own particular circumstances. See "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations for U.S. Holders".

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to the approval of certain Canadian legal matters on behalf of the Corporation by Bennett Jones LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP, and certain U.S. legal matters on behalf of the Corporation by Katten Muchin Rosenman LLP and on behalf of the Underwriters by Allen Overy Shearman Sterling US LLP.

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. See "Purchasers' Statutory Rights of Withdrawal and Rescission".

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is anticipated that the Offered Shares will be delivered under the book-based system through CDS Clearing and Depository Services Inc. ("CDS") or its nominee and deposited in registered or electronic form with CDS on the closing of the Offering, which is expected to be on May 6, 2026, or such other date as may be agreed upon by the Corporation and the Lead Underwriters on behalf of the Underwriters (such actual closing date hereinafter referred to as the "Closing Date") and, in any event, on or before a date not later than 42 days from the date of this Prospectus Supplement. Except in limited circumstances, such as for certain purchasers of Offered Shares in the United States, a purchaser of Offered Shares will receive only a customer confirmation from the registered dealer through which the Offered Shares are purchased.

Certain directors of the Corporation and certain executive officers of the Corporation who have signed certificates in this Prospectus Supplement or the Prospectus and certain persons who have signed consents required to be filed in connection with the filing of this Prospectus Supplement or the Prospectus reside outside of Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See "Enforcement of Judgments Against Foreign Persons or Companies".

The Corporation's registered office is located at 666 Burrard Street, Suite 2500 Park Place, Vancouver, British Columbia, Canada, V6C 2X8 and its head office is located at 220 Bay Street, Suite 550, Toronto, Ontario, Canada, M5J 2W4.

- iv -

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
NOTICE TO INVESTORS	S-1
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING THE USE OF MINERAL RESERVES AND MINERAL RESOURCE ESTIMATES	S-3
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PREPARATION OF FINANCIAL STATEMENTS AND FINANCIAL INFORMATION	S-3
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS	S-3
CURRENCY PRESENTATION AND FINANCIAL INFORMATION	S-4
NOTICE REGARDING NON-IFRS MEASURES	S-4
TECHNICAL INFORMATION	S-4
DOCUMENTS INCORPORATED BY REFERENCE	S-4
MARKETING MATERIALS	S-6
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	S-6
ELIGIBILITY FOR INVESTMENT	S-6
THE CORPORATION	S-7
RECENT DEVELOPMENTS	S-7
CONSOLIDATED CAPITALIZATION	S-7
USE OF PROCEEDS	S-8
PRE-EMPTIVE RIGHTS	S-10
PLAN OF DISTRIBUTION	S-11
CONCURRENT PRIVATE PLACEMENT	S-13
DESCRIPTION OF SECURITIES BEING DISTRIBUTED	S-13
PRIOR SALES	S-14
TRADING PRICE AND VOLUME	S-14
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-15
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	S-19
RISK FACTORS	S-23
AUDITORS, TRANSFER AGENT AND REGISTRAR	S-26
LEGAL MATTERS	S-26
INTERESTS OF EXPERTS	S-26
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	S-26
NOTICE TO INVESTORS	S-26

(i)

PROSPECTUS
GENERAL MATTERS		1
Cautionary Statement Regarding Forward-Looking Information		1
CAUTIONARY NOTE REGARDING NON-IFRS FINANCIAL MEASURES		2
Currency Presentation		3
Documents Incorporated by Reference		3
Technical Information		5
The Corporation		6
THE Business of the Corporation		6
Recent Developments		7
Consolidated Capitalization		7
Use Of Proceeds		7
Plan Of Distribution		8
secondary Offering by Selling securityholders		10
Description Of The Securities Being Distributed		10
EARNINGS COVERAGE RATIOS		16
Prior Sales		16
Trading Price and Volume		16
CERTain canadian federal income tax considerations		16
Risk Factors		16
Interest of Experts		17
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS		18
Legal Matters		18
Auditors, transfer agent and registrar		18

(ii)

NOTICE TO INVESTORS

About this Prospectus Supplement

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offered Shares being offered and also adds to and updates information contained in the Prospectus and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some of which may not apply to the Offered Shares being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

Readers should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus and should not rely on some parts of this Prospectus Supplement or Prospectus to the exclusion of others. The Corporation has not, and the Underwriters have not, authorized any other person to provide investors with additional or different information. If anyone provides you with additional, different or inconsistent information, including information or statements in articles about the Corporation or through other forms of media, readers should not rely on it. The Corporation is not, and the Underwriters are not, offering the securities in any jurisdiction in which the Offering is not permitted. Investors should assume that the information contained in this Prospectus Supplement or the Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless otherwise specified, regardless of the time of delivery of this Prospectus Supplement or of any sale of the securities pursuant hereto. The Corporation's business, financial condition, results of operations and prospects may have changed since those dates.

Information contained in this Prospectus Supplement should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith.

Forward-Looking Information

This Prospectus Supplement and the documents incorporated by reference herein may contain or incorporate by reference "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (such forward-looking information and forward-looking statements, collectively, "forward-looking information"). All information, other than statements of historical facts, included in this Prospectus Supplement and any document incorporated by reference herein that address activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Corporation's businesses, operations, plans and other such matters are forward-looking information.

When used in this Prospectus Supplement or any document incorporated by reference or deemed to be incorporated by reference herein, the words "estimate", "plan", "continue", "anticipate", "might", "expect", "project", "intend", "may", "will", "shall", "should", "could", "would", "predict", "forecast", "pursue", "potential", "believe" and similar expressions are intended to identify forward-looking information. This information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such forward-looking information include information pertaining to, without limitation: statements with respect to the use of proceeds of the Offering and the Concurrent Private Placement; the timing for completion of the Offering and the Concurrent Private Placement; the satisfaction of the conditions to closing of the Offering and the Concurrent Private Placement, including receipt in a timely manner of required regulatory approvals, including the approval of the TSXV; the plan of distribution for the Offering and the Concurrent Private Placement; the potential for the Underwriters to exercise the Over-Allotment Option or undertake market stabilization transactions; the milestones necessary to achieve the Corporation's business objectives and the timing thereof; the availability and change in terms of financing; viability and timing of approval for required permits; permitting and legal processes in relation to mining permitting and approval; the benefits of the development potential of the properties of the Corporation; risk of employee and/or contractor strike actions; the future price of zinc, copper, gold, silver and tungsten; the estimation of the mineral reserves and resources; the realization of mineral reserve and resource estimates; the timing and amount of estimated future production at each of the Blue Moon Property and Nussir Property (each as defined under the heading "Technical Information"); costs of production; expected capital expenditures; costs and timing of development of new deposits; success of exploration activities; permitting requirements; currency fluctuations; labour availability costs and conditions; supply chain elasticity; inherent hazards associated with mining operations; costs of production, expansion of production capabilities; the ability to obtain surface rights to support planned infrastructure at the Corporation's projects; the ability to take advantage of forward sales agreements profitably; the ability to recover property potentially impaired by third party insolvency proceedings; requirements for additional capital; government regulation of mining operations; environmental risks and hazards; title disputes or claims; and limitations on insurance coverage.

S-1

Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include: inherent risks associated with the business of exploring, development and mining; errors in management's geological modelling; the inability of the Corporation to capitalize on mineralization on its properties in a manner that is economic; the timing and ability (if at all) to complete further exploration activities, including drilling; development, infrastructure, operating or technical difficulties on any of the Corporation's properties; risks relating to costs, timing and ability (if at all) to advance the properties of the Corporation differing materially from estimates; the inability to obtain all authorizations and permits needed to continue advancing the Corporation's properties in a timely manner (or at all); failure of the Corporation to complete any further studies for the Blue Moon Property (as defined herein) and the Nussir Property (as defined herein) in the timing contemplated (or at all); risks relating to the key assumptions, parameters, limitations and methods used in the Blue Moon Property technical report and the Nussir Property technical report, including the mineral resources estimates contained therein; the prospects, if any, of the Blue Moon Property and the Nussir Property mineral deposits; the potential to extend mineralization down-plunge and at depth; the ability of exploration work (including drilling) to accurately predict mineralization; upgrading an inferred mineral resource to a measured mineral resource or indicated mineral resource category; the results of exploration activities; the global economic climate; dilution; environmental risks; community and non-governmental actions; fluctuations in currency markets; social acceptability of the Corporation's projects; fluctuations in commodity prices; risks relating to capital market conditions and the ability of the Corporation to access sufficient capital on favourable terms or at all; changes in law, rules and regulations applicable to the Corporation and its operations; risks associated with the Corporation's ability to maintain its status as a "foreign private issuer", and that the rights of the Corporation's shareholders may differ from the rights and protections typically afforded to shareholders of a U.S. corporation so long as the Corporation continues to be a "foreign private issuer"; taxation, controls and regulations; the ability to maintain the applicable minimum requirements for listing, as applicable, of the TSXV, FRA and the Nasdaq; risks relating to outbreaks of diseases and public health crises; risks relating to international conflict, geopolitical instability of war; risks relating to any imposition of tariffs or other trade restrictions; political or economic developments in Canada, the United States, Norway or in other countries in which the Corporation does business or may carry on business in the future; risks relating to foreign operations and enforcement of judgments; operating or technical difficulties in connection with exploration or development activities; employee relations; information systems security threats; the speculative nature of mineral exploration and development; obtaining necessary licenses and permits; contests over title to properties, especially title to undeveloped properties; the inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting drill results and other geological data; environmental hazards; industrial accidents; unusual or unexpected formations, pressures, cave-ins and flooding; limitations of insurance coverage and the possibility of cost overruns or unanticipated costs and expenses. For a more detailed discussion of these factors and other risks, see the section entitled "Risk Factors" herein and the section entitled "Risk Factors" contained in the AIF.

Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those described in, or implied by, the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate as actual developments or events could cause results to differ materially from those anticipated. These include, among others, the factors described or referred to elsewhere herein and in the documents incorporated by reference herein, and include unanticipated and/or unusual events. Many of such factors are beyond the Corporation's ability to predict or control.

Readers of this Prospectus Supplement are cautioned not to put undue reliance on forward-looking information due to its inherent uncertainty. The Corporation disclaims any intent or obligation to update any forward-looking information contained in this Prospectus Supplement and the documents incorporated by reference herein, whether as a result of new information, future events or results or otherwise, unless required under applicable laws. This forward-looking information should not be relied upon as representing management's views as of any date subsequent to the date of this Prospectus Supplement or the respective dates of the documents incorporated by reference herein. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking information to the extent they involve estimates of the mineralization that will be encountered if the property is developed. Investors should read this entire Prospectus Supplement and the Prospectus and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects of their investment in the Offered Shares.

S-2

Cautionary Note to U.S. Investors Regarding the use of mineral reserves and mineral resource estimates

We are permitted under the MJDS adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement, and the accompanying Prospectus, including the documents incorporated by reference herein and therein, in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. As a result, information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources has been prepared in accordance with Canadian reporting requirements, which are governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Definition Standards"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ in certain respects from the disclosure requirements of the SEC under subpart 1300 of Regulation S-K (the "S-K 1300"). In accordance with the MJDS, the Corporation is generally not required to provide disclosure on its mineral properties under S-K 1300 and instead provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral resource and mineral reserve estimates, and other scientific and technical information, contained in this Prospectus Supplement, the accompanying Prospectus, or the documents incorporated by reference herein and therein, may not be directly comparable to similar information made public by U.S. companies subject to S-K 1300 and may differ in certain respects from the information that would be disclosed had the Corporation prepared the mineral reserve and mineral resource estimates under the standards adopted under S-K 1300.

cautionary note to U.S. investors regarding preparation of financial statements and financial information

As a Canadian company, the Corporation prepares its financial statements in accordance with IFRS. Consequently, all of the financial statements and financial information of the Corporation included or incorporated herein have been prepared in accordance with IFRS, which is different in certain respects than financial statements and financial information prepared in accordance with U.S. GAAP, and therefore may not be comparable to financial information of United States companies prepared under U.S. GAAP.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Mr. Francis Johnstone, Dr. Karin Thorburn, Mr. Peter Madsen, Mr. Per-Erik Bjórnstad and Mr. Frode Nilsen, each a director of the Corporation, reside outside of Canada and have appointed Bennett Jones LLP, 3400 One First Canadian Place, P.O. Box 130, Toronto, Ontario, M5X 1A4 as agent for service of process.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

In addition, most of the Corporation's directors and officers, and some or all of the experts named in this Prospectus Supplement and the Prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of the Corporation's assets, are located outside the United States. The Corporation has appointed an agent for service of process in the United States, but it may be difficult for purchasers who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for purchasers who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon the Corporation's civil liability and the civil liability of the Corporation's directors and officers and experts under the United States federal securities laws. The Corporation has been advised by its Canadian counsel, Bennett Jones LLP, that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws would generally be recognized and be enforceable in Canada provided that the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. The Corporation has also been advised by Bennett Jones LLP, however, that there is uncertainty as to whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws.

S-3

The Corporation has filed with the SEC, concurrently with the U.S. Registration Statement of which this Prospectus Supplement and the Prospectus form a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Corporation appointed Cogency Global Inc. as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving the Corporation in a United States court arising out of or related to or concerning the offering of securities under this Prospectus Supplement.

CURRENCY PRESENTATION and Financial Information

Unless otherwise indicated, all monetary amounts in this Prospectus Supplement are expressed in Canadian dollars. The financial statements of the Corporation incorporated herein by reference are reported in Canadian dollars and are prepared in accordance with IFRS. Unless otherwise indicated, all references to "$","C$" and "dollars" in this Prospectus Supplement refer to Canadian dollars. References to "US$" in this Prospectus Supplement refer to United States dollars. On April 28, 2026, the daily exchange rate for one United States dollar expressed in Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$0.7311 (or C$1.00 = US$1.3678) and the daily exchange rate for one Norwegian Krone expressed in Canadian dollars, as quoted by the Bank of Canada, was NOK1.00 = C$0.1468 (or C$1.00 = NOK6.8120).

NOTICE REGARDING NON-IFRS MEASURES

This Prospectus Supplement and the documents incorporated by reference herein include certain terms or performance measures that are not defined under IFRS, including, but not limited to, "working capital", "cash costs", "all-in sustaining cost" and "all in costs". The Corporation believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Corporation's performance. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Working capital is calculated as the value of total current assets less the value of total current liabilities. Cash costs include mining, processing, refining, general and administration costs and royalties but exclude depreciation, reclamation, income taxes, capital and exploration costs for the life of the mine. All-in sustaining costs is defined as direct production costs plus general and administrative, exploration and evaluation, other expenses and sustaining capital expenditures. All-in costs includes all-in sustaining costs as well as initial capital. These terms do not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies. The Corporation believes that these non-IFRS measures provide information useful to its shareholders in understanding the Corporation's performance and may assist in the evaluation of the Corporation's business relative to that of its peers. The Corporation believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Corporation's performance, profitability and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

TECHNICAL INFORMATION

Scientific and technical information relating to Blue Moon's material mineral projects indicated below are supported by the technical information contained within the AIF incorporated by reference herein. See "Documents Incorporated by Reference".

Blue Moon Property located in Mariposa County, California (the "Blue Moon Property"); and
Nussir Property located in Norway (the "Nussir Property").

The technical report summaries for the material properties referred to above are subject to certain assumptions, qualifications and procedures described therein. Reference should be made to the full text of the technical reports, which have been filed with Canadian securities regulatory authorities pursuant to NI 43-101 and are available for review on SEDAR+ (www.sedarplus.ca) and EDGAR at (www.sec.gov) under Blue Moon's issuer profile. The technical reports are not and shall not be deemed to be incorporated by reference in this Prospectus Supplement.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Prospectus solely for the purposes of this Offering. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

S-4

Information has been incorporated by reference in the Prospectus and this Prospectus Supplement from documents filed with or delivered to securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec, and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Executive Officer of Blue Moon, 220 Bay Street, Suite 550, Toronto, Ontario, M5J 2W4, 416-230-3440, and are also available electronically under the issuer profile of the Corporation at www.sedarplus.ca or www.sec.gov.

The following documents filed by the Corporation with securities commissions or similar authorities in Canada are specifically incorporated into, and form an integral part of, this Prospectus Supplement and the accompanying Prospectus:

(a)	the template version of term sheet dated April 27, 2026 relating to the Offering (the "Marketing Materials");
(b)	the annual information form of the Corporation dated April 23, 2026 (the "AIF");
(c)	audited condensed consolidated financial statements for the year ended December 31, 2025, together with the notes thereto and the auditors report thereon (the "Annual Financial Statements");
(d)	audited condensed consolidated financial statements for the year ended December 31, 2024, together with the notes thereto and the auditors report thereon, excluding any comparative financial statements and notes thereto for the year ended December 31, 2023;
(e)	the management's discussion and analysis of financial position and results of operations of the Corporation in respect of the year ended December 31, 2025 (the "Annual MD&A"); and
(f)	the management information circular of the Corporation dated October 10, 2025.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including those types of documents referred to above and news releases issued by the Corporation specifically referencing incorporation by reference into this Prospectus Supplement, if filed by the Corporation with the securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and before the termination of the distribution of the securities being qualified hereunder, are deemed to be incorporated by reference in this Prospectus Supplement.

Documents referenced in any of the documents incorporated by reference in this Prospectus Supplement but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or in this Prospectus Supplement are not incorporated by reference in this Prospectus Supplement. Information on the Corporation's website does not constitute part of this Prospectus Supplement.

In addition, to the extent that any document or information incorporated by reference into this Prospectus Supplement and the Prospectus is included in any report, including reports on Form 6-K, Form 40-F or Form 20-F (or any respective successor form), that is filed with or furnished to the SEC by the Corporation after the date of this Prospectus Supplement, such document or information shall be deemed to be incorporated by reference as an exhibit to the Registration Statement of which this Prospectus Supplement forms a part. In addition, if and to the extent expressly provided in such reports, the Corporation may incorporate by reference into this Prospectus Supplement and the Prospectus documents that the Corporation files with or furnishes to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the U.S. Exchange Act. The documents of the Corporation filed with, or furnished to, the SEC are or will be made available on the SEC's website at www.sec.gov.

Any statement contained in this Prospectus Supplement, the Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the Prospectus, modifies or supersedes such prior statement. Any statement so modified or superseded shall not constitute a part of this Prospectus Supplement, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it is made.

S-5

Notwithstanding the disclosure in the Prospectus that the securities offered thereunder have not been and will not be registered under the U.S. Securities Act, as amended, such disclosure is modified for purposes of this Prospectus Supplement to reflect that the Offered Shares will be registered in the United States pursuant to the Corporation's Registration Statement on Form F-10 filed with the SEC.

References to the Corporation's website in this Prospectus Supplement, the Prospectus, and any documents incorporated by reference herein or therein do not incorporate the information on such website into this Prospectus Supplement or the Prospectus, as applicable, and the Corporation explicitly disclaims any such incorporation by reference.

MARKETING MATERIALS

The Marketing Materials do not form part of this Prospectus Supplement and the Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus Supplement.

Any "template version" of "marketing materials" (each as defined in National Instrument 41-101 – General Prospectus Requirements) filed after the date of this Prospectus Supplement and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials and any template version of any marketing materials) are deemed to be incorporated by reference into this Prospectus Supplement and the Prospectus solely for the purposes of the Offering.

documents filed as part of the registration statement

The following documents have been, or will be, filed with the SEC as part of the Registration Statement, of which this Prospectus Supplement and the Prospectus form a part: (a) the documents listed under the heading "Documents Incorporated by Reference" in this Prospectus Supplement and the Prospectus; (b) the Underwriting Agreement to be entered into in connection with the Offering and described in this Prospectus Supplement; (c) the consent of the Corporation's independent auditor, MNP LLP; (d) the consent of the Corporation's former independent auditor, Davidson & Company LLP; (e) the consent of each "qualified person" (for the purposes of NI 43-101) referred to in this Prospectus Supplement under the heading "Interests of Experts"; (f) the consent of the Corporation's Canadian counsel, Bennett Jones LLP; (g) the consent of the Underwriters' Canadian counsel, Blake, Cassels & Graydon LLP; and (h) the powers of attorney from directors and certain officers of the Corporation.

ELIGIBILITY FOR INVESTMENT

In the opinion of Bennett Jones LLP, counsel to the Corporation, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) and the regulations thereunder (together, the "Tax Act") in force as of the date prior to the date of this Prospectus Supplement and specific proposals to amend the Tax Act publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Prospectus Supplement, the Offered Shares acquired pursuant to the Offering on the Closing Date will be a "qualified investment" under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, tax-free savings accounts, first home savings accounts (collectively, "Registered Plans") and deferred profit sharing plans, all as defined in the Tax Act, on the Closing Date, provided that at that time the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSXV) or the Corporation is a "public corporation" (other than a "mortgage investment corporation" as defined in the Tax Act) as defined in the Tax Act.

Notwithstanding that an Offered Share may be a qualified investment for a Registered Plan, if the Offered Share is a "prohibited investment" within the meaning of the Tax Act for the Registered Plan, the annuitant, holder or subscriber, as the case may be (the "Controlling Individual") of the Registered Plan, will be subject to a penalty tax under the Tax Act. The Offered Shares generally will not be a prohibited investment for a Registered Plan provided the Controlling Individual of the Registered Plan: (i) deals at arm's length with the Corporation for the purposes of the Tax Act; and (ii) does not have a "significant interest" (as defined in the Tax Act for purposes of the prohibited investment rules) in the Corporation. In addition, the Offered Shares will not be a prohibited investment if such securities are "excluded property" (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan. Persons who intend to hold Offered Shares in a Registered Plan should consult their own tax advisors with regard to the application of these rules in their particular circumstances.

S-6

THE CORPORATION

Incorporation

Blue Moon Metals Inc. is a corporation existing under the Business Corporations Act (British Columbia) (the "BCBCA"). The Corporation's registered office is located at 666 Burrard Street, Suite 2500 Park Place, Vancouver, British Columbia, Canada, V6E 2X8 and its head office is located at 220 Bay Street, Suite 550, Toronto, Ontario, Canada, M5J 2W4.

Summary Description of the Business

Blue Moon is a Canadian mineral exploration and development company focused on advancing its polymetallic brownfield projects, being the Nussir Property, the Blue Moon Property, the Springer tungsten-molybdenum project (the "Springer Property") in the United States and the Apex gallium, germanium, copper, and silver project in United Staes ("Apex Property"). The Corporation also owns an interest in the Nye Sulitjelma Gruver AS copper-zinc-gold-silver property in Norway (the "NSG Property").

The Corporation considers the Blue Moon Property and the Nussir Property to be its only material mineral properties for the purposes of NI 43-101. The Corporation holds a 100% interest in Keystone Mines Inc. which holds the mineral rights to the unpatented mining claims and patented lands associated with the Blue Moon Property, located in Mariposa County, California. The Corporation also holds a 94.52% interest in Nussir ASA which holds the extraction licences and exploration licences associated with the Nussir Property, located in Finnmark county, Norway.

For additional information regarding the Corporation and its business, please consult the AIF incorporated by reference herein, which has been filed on SEDAR+ and EDGAR and can be reviewed at www.sedarplus.ca and www.sec.gov under the Corporation's issuer profile.

RECENT DEVELOPMENTS

Except as set out below, there have been no developments in the business of the Corporation, since the date of the AIF. A summary of developments in the business of the Corporation over the past three fiscal years can be found in the section entitled "General Development of the Business" in the AIF, which is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Blue Moon's issuer profile.

On April 24, 2026, the Corporation announced that pursuant to the Hartree IRA, Hartree exercised its top-up right to purchase an additional 526,617 Common Shares at a price of $9.06 per Common Share for aggregate gross proceeds to the Corporation of $4,771,150.02.

On April 28, 2026, the Corporation announced that it entered into an agreement to acquire certain mineral claims adjacent to Springer Property from GoldPlay LLC and Robert Schafer for consideration consisting of (i) 188,199 Common Shares, (ii) US$1,000,000, and (iii) a sliding scale gross revenue royalty on the concessions.

CONSOLIDATED CAPITALIZATION

Other than as disclosed below and under the heading "Prior Sales", there have been no material changes to the share capital of Blue Moon since December 31, 2025, being the currency date of the Annual Financial Statements filed on April 23, 2026.

S-7

The following table sets out the share capital of Blue Moon: (i) as at December 31, 2025, being the currency date of the Annual Financial Statements; (ii) as at December 31, 2025 after giving effect to the movement in share capital and loan, and (iii) as at December 31, 2025 after giving effect to the Offering (excluding any Over-Allotment Option), and any movement in share capital and loan up to April 28, 2026 as though they had closed on December 31, 2025. The table should be read in conjunction with the Annual Financial Statements and the Annual MD&A, which are incorporated by reference in this Prospectus Supplement, as well as the other disclosure contained in this Prospectus Supplement and the Prospectus, including the risk factors described under the heading "Risk Factors" in this Prospectus Supplement and in the AIF.

	As at December 31, 2025(1)	As at December 31, 2025 (after giving effect to any movement in capital)	As at December 31, 2025(2) (after giving effect to the Offering, the Concurrent Private Placement and any movement in capital)
Share Capital	$260,949,716	$227,272,712	$368,272,712(3)
Common Shares	80,867,521	89,031,492	104,031.492
Liabilities	$29,090,425	$29,090,425	$29,090,425

Notes:

(1)	These figures have been derived from the Annual Financial Statements.
(2)	Excludes exercise of the Over-Allotment Option.
(3)	The increase in share capital after giving effect to the (i) Offering (assuming the Over-Allotment Option is not exercised) is based on the net proceeds of the Offering received by the Corporation after deducting the Underwriters' Fee (assuming no reduction in the Underwriters' Fee), and the expenses of the Offering (estimated at $1,025,850) and (ii) the Concurrent Private Placement is based on the net proceeds of such offering received by the Corporation after deducting applicable fees payable to the Underwriters under the Placement Agreement (assuming no reduction in such fees).

USE OF PROCEEDS

Proceeds

The gross proceeds of the Offering will be $100,000,000 ($113,000,000 if the Over-Allotment Option is exercised in full). The estimated net proceeds of the Offering will be $95,000,000 (or $107,350,000 if the Over-Allotment Option is exercised in full), after deducting the Underwriters' Fee (assuming no reduction in the Underwriters' Fee) of $5,000,000 (or $5,650,000 if the Over-Allotment Option is exercised in full) and the estimated expenses of the Offering of $1,025,850.

Principal Purposes

The Corporation intends to use the net proceeds of the Offering to fund the further advancement, development and exploration of the Nussir Property and the Blue Moon Property and for general corporate purposes.

As of the date of this Prospectus Supplement, the Corporation is an advanced exploration-stage issuer with no revenue from mining operations. As at March 31, 2026, the Corporation had cash on-hand of approximately C$40.4 million and approximately C$8.0 million in receivables. A portion of the Corporation's cash on-hand, as well as the proceeds raised from prior offerings and the Offering (as detailed below), are expected to provide the Corporation with sufficient funding for exploration, development and corporate needs.

S-8

Specifically, the Corporation intends to use the net proceeds of the Offering as follows:

Proceeds	C$M(2)	US$M(2)
USE OF PROCEEDS(1)(2)
Construction at the Nussir Property and underground development and exploration at the Blue Moon Property including:
Nussir	80.0	58.49
Blue Moon	10.0	7.31
General Corporate and Administration	5.0	3.66
Commission and fees	5.0	3.66
TOTAL	100.0	73.11

Notes:

(1)	Assuming no exercise of the Over-Allotment Option. To the extent that the Over-Allotment Option is exercised, in whole or in part, the Corporation anticipates that any additional net proceeds from the exercise of the Over-Allotment Option will be allocated for additional expenditures on the Nussir and Blue Moon projects.
(2)	Using the daily average exchange rate on April 24, 2026 for one United States dollar expressed in Canadian dollars of US$1.00 = C$0.7311 (C$1.00 = US$1.3678), as quoted by the Bank of Canada.

The Corporation intends to use the net proceeds of the Concurrent Private Placement as follows:

Proceeds

SEC Form SUPPL filed by Blue Moon Metals Inc.